Exhibit 4.18


 


THE COMPANIES (GUERNSEY)
LAWS, 1994 to 2001


 


 


COMPANY LIMITED BY SHARES


 


 


MEMORANDUM


 


 


and


 


 


ARTICLES OF ASSOCIATION


 


 


of


 


 


CREDIT SUISSE GROUP CAPITAL (GUERNSEY) VIII
LIMITED


 


 


Registered this 23rd
day of November, 2005


 


 


Carey Olsen


P O Box 98,


7 New Street, St. Peter Port


Guernsey, Channel Islands. GY1 4BZ


Tel: +44 (0)1481 727272 Fax: +44 (0)1481 711052


www.careyolsen.com


 


 

















 


THE COMPANIES (GUERNSEY) LAWS, 1994 to 2001


 


COMPANY LIMITED BY SHARES


 


MEMORANDUM OF ASSOCIATION


 


of


 


CREDIT SUISSE GROUP CAPITAL (GUERNSEY) VIII
LIMITED


 


1              The
name of the Company is “CREDIT SUISSE GROUP
CAPITAL (GUERNSEY) VIII LIMITED”.


 


2              The
Registered Office of the Company will be situate in Guernsey.


 


3              The objects for which the Company is established are:-


 


(1)           To
carry on the business of an investment holding company and for that purpose to
invest the capital and other moneys of the Company in the purchase or upon the
security of shares, stocks, debentures, debenture
stocks, bonds, mortgages, obligations and securities of any kind issued by any
company, corporation or undertaking of whatever nature and wheresoever
constituted or issued or guaranteed by any government, sovereign, ruler,
commissioners, trust, authority or other body of whatever nature, whether at home
or abroad.


 


(2)           To
invest the capital and other moneys of the Company in the purchase of land or
any interest in land, buildings or hereditaments of any tenure and to develop
and turn the same to account in any manner that may seem expedient.


 


(3)           Either
with or without the Company receiving any consideration, benefit or advantage,
direct or indirect, and so as to be an independent object of the Company, to
loan money to any person, to give or enter into any guarantees, indemnities or
other financial assurances against loss in respect of the performance of
obligations of any kind and the payment or repayment of money (including, but
not limited to, principal, premium, dividends and interest) by any person
(whether connected in any way with the Company or not) and to create securities
of any kind (including, but not limited to, mortgages and charges) upon all or
any of the property of the Company (both present and future and including, but
not limited to, its uncalled capital) in support of those guarantees or
indemnities and to enter into contracts of any kind in connection with those
guarantees, indemnities or securities.


 


(4)           To
carry on business as a general commercial company.


 


4              The Company shall have power to do anything which is incidental or
conducive to the carrying on of any of the above objects, including but without
prejudice to the generality of the foregoing, the power to borrow and raise
money in any currency and to secure or discharge any debt or obligation of the
Company by mortgaging or charging the undertaking


 


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and all or any of the property and assets (present and future) and the
uncalled capital of the Company.


 


5              The liability of the Members is limited to the amount for the time
being remaining unpaid on the shares held by each of them respectively.


 


6              The Share Capital of the Company is US$500,010,000
divided into 10,000 Ordinary Shares of US$1 each and 250,000 Preferred
Securities of US$2,000 each.


 


(1)           The
Company has power to increase or reduce its capital and to attach to any shares
in the initial or increased or reduced capital any preferential, deferred,
qualified or special rights, privileges or conditions or to subject the same to
any restrictions or limitations.


 


(2)           Furthermore,
the rights for the time being attached to the shares in the initial capital
and/or to any shares having preferential, deferred, qualified or special
rights, privileges or conditions attached thereto, may be altered or dealt
with in accordance with the Articles of Association for the time being.


 


7              The shares shall be paid for according to the terms of allotment or
otherwise by calls as the Directors shall think fit.


 


8              Any shares in the capital of the Company may be issued in
payment or part payment of the purchase consideration for any property
purchased by the Company or in consideration of any services rendered or to be
rendered to the Company by any person or company in assisting the Company to
carry out any of its objects and for shares so issued no money payment shall be
made or required, save in so far as by the terms or provisions under which any
of such shares may be issued, a cash payment therefor may be
required.


 


9              The common signature of the Company may be either:-


 


(1)           “CREDIT SUISSE GROUP CAPITAL (GUERNSEY) VIII
LIMITED”


 


with the addition of the signature(s) of one or more officer(s) of the
Company authorised generally or specifically by the Directors for such purpose,
or such other person or persons as the Directors may from time to time
appoint; or


 


(2)           if the Directors resolve that the Company shall have a common seal,
the common seal of the Company affixed in such manner as the Articles of
Association of the Company may from time to time provide;


 


as the Directors may from time to time determine either generally
or in any particular case.


 


2

















 


We the persons
whose names and addresses and descriptions are hereunto subscribed, are
desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.


 


	
  Names, Addresses and
  Descriptions of Subscribers

  	
   

  	
  Ordinary Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE GROUP GUERNSEY BRANCH

  	
   

  	
   

  	
   

  
	
  Helvetia
  Court

  	
   

  	
   

  	
   

  
	
  South
  Esplanade

  	
   

  	
   

  	
   

  
	
  St
  Peter Port

  	
   

  	
   

  	
   

  
	
  Guernsey

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE NOMINEES (GUERNSEY) LIMITED

  	
   

  	
   

  	
   

  
	
  Helvetia
  Court

  	
   

  	
   

  	
   

  
	
  South
  Esplanade

  	
   

  	
   

  	
   

  
	
  St
  Peter Port

  	
   

  	
   

  	
   

  
	
  Guernsey

  	
   

  	
  1

  	
   

  



 


	
  Dated
  this 22nd day of November, 2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS
  to the above signatures

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  ANTHONY L. LE CONTE

  	
   

  	
   

  	
   

  
	
  ANTHONY
  L. LE CONTE

  	
   

  	
   

  	
   

  
	
  Helvetia
  Court

  	
   

  	
   

  	
   

  
	
  South
  Esplanade

  	
   

  	
   

  	
   

  
	
  St
  Peter Port

  	
   

  	
   

  	
   

  
	
  Guernsey

  	
   

  	
   

  	
   

  



 


3

















 


TABLE OF
CONTENTS


 


	
   

  	
  TABLE OF CONTENTS

  	
  i

  
	
  1.

  	
  DEFINITIONS

  	
  1

  
	
  2.

  	
  INTERPRETATION

  	
  2

  
	
  3.

  	
  BUSINESS

  	
  3

  
	
  4.

  	
  SHARE CAPITAL

  	
  3

  
	
  5.

  	
  COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST

  	
  4

  
	
  6.

  	
  ALTERATION OF RIGHTS

  	
  4

  
	
  7.

  	
  CALLS ON SHARES

  	
  5

  
	
  8.

  	
  FORFEITURE

  	
  6

  
	
  9.

  	
  LIEN

  	
  8

  
	
  10.

  	
  TRANSFER OF SHARES

  	
  8

  
	
  11.

  	
  RESTRICTION ON TRANSFER AND TRANSMISSION OF SHARES

  	
  9

  
	
  12.

  	
  THE REGISTER

  	
  11

  
	
  13.

  	
  CERTIFICATES

  	
  12

  
	
  14.

  	
  ALTERATION OF CAPITAL

  	
  12

  
	
  15.

  	
  GENERAL MEETINGS

  	
  13

  
	
  16.

  	
  NOTICE OF GENERAL MEETINGS

  	
  13

  
	
  17.

  	
  PROCEEDINGS AT GENERAL MEETINGS

  	
  14

  
	
  18.

  	
  VOTES OF MEMBERS

  	
  15

  
	
  19.

  	
  CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

  	
  17

  
	
  20.

  	
  APPOINTMENT OF DIRECTORS

  	
  17

  
	
  21.

  	
  REMUNERATION OF DIRECTORS

  	
  18

  
	
  22.

  	
  DIRECTORS’ INTERESTS

  	
  19

  
	
  23.

  	
  BORROWING POWERS

  	
  19

  
	
  24.

  	
  POWERS AND DUTIES OF DIRECTORS

  	
  19

  
	
  25.

  	
  DIRECTORS’ INSURANCE

  	
  20

  
	
  26.

  	
  RETIREMENT AND REMOVAL OF DIRECTORS

  	
  21

  
	
  27.

  	
  PROCEEDINGS OF DIRECTORS

  	
  21

  
	
  28.

  	
  MANAGING DIRECTOR

  	
  23

  
	
  29.

  	
  ALTERNATE DIRECTORS

  	
  23

  
	
  30.

  	
  SECRETARY

  	
  24

  
	
  31.

  	
  THE SEAL

  	
  24

  
	
  32.

  	
  DIVIDENDS AND RESERVES

  	
  25

  
	
  33.

  	
  CAPITALISATION OF PROFITS

  	
  26

  
	
  34.

  	
  ACCOUNTS

  	
  27

  
	
  35.

  	
  AUDIT

  	
  27

  
	
  36.

  	
  NOTICES

  	
  28

  
	
  37.

  	
  WINDING UP

  	
  29

  
	
  38.

  	
  INDEMNITY

  	
  29

  
	
  39.

  	
  INSPECTION OF REGISTERS AND OTHER RECORDS

  	
  29

  



 


i

















 


THE COMPANIES (GUERNSEY) LAWS, 1994 to 2001


 


COMPANY LIMITED BY SHARES


 


ARTICLES OF ASSOCIATION


 


of


 


CREDIT SUISSE GROUP CAPITAL (GUERNSEY) VIII LIMITED


 


1.             DEFINITIONS


 


In these Articles the words
standing in the first column of the table next hereinafter contained shall bear
the meanings set opposite to them respectively in the second column thereof, if
not inconsistent with the subject or context.


 


	
  These Articles

  	
  The articles of
  association of the Company in their present form or as from time to time
  altered.

  
	
   

  	
   

  
	
  clear days

  	
  In relation to a
  period of notice, shall mean that period excluding the day when the notice is
  served or deemed to be served and the day for which it is given or on which
  it is to take effect.

  
	
   

  	
   

  
	
  the Directors

  	
  The directors of the
  Company for the time being or, as the case may be, the directors
  assembled as a board or a committee of the board.

  
	
   

  	
   

  
	
  Member

  	
  In relation to
  shares means the person whose name is entered in the Register as the holder
  of the shares.

  
	
   

  	
   

  
	
  Memorandum

  	
  The memorandum of
  association of the Company for the time being current.

  
	
   

  	
   

  
	
  month

  	
  Calendar month.

  
	
   

  	
   

  
	
  Office

  	
  The registered
  office for the time being of the Company.

  
	
   

  	
   

  
	
  Ordinary Resolution

  	
  A resolution of the
  Company passed by a simple majority of the votes of the Members entitled to
  vote and voting in person or by attorney or by proxy at the meeting.

  
	
   

  	
   

  
	
  present or present in
  person

  	
  In relation to
  general meetings of the Company and to meetings of the holders of any class of
  shares, includes present by attorney or by proxy or, in the case of a

  



 


1

















 


	
   

  	
  corporate Member, by
  representative.

  
	
   

  	
   

  
	
  Register

  	
  The register of
  Members to be kept pursuant to the Statutes.

  
	
   

  	
   

  
	
  Secretary

  	
  any person appointed
  to perform any of the duties of secretary of the Company (including an
  assistant or deputy secretary) and in the event of two or more persons being
  appointed as joint secretaries any one or more of the persons so appointed

  
	
   

  	
   

  
	
  Special Resolution

  	
  A resolution of the
  Members passed as a special resolution in accordance with the Statutes by a
  majority of not less than seventy five per cent of the votes of the Members
  entitled to vote and voting in person or by attorney or by proxy at the
  meeting.

  
	
   

  	
   

  
	
  the Statutes

  	
  Every Order in
  Council, Act or Ordinance for the time being in force concerning companies
  registered in Guernsey and affecting the Company.

  



 


2.             INTERPRETATION


 


2.1           share includes a fraction
of a share and save where these Articles otherwise provide, a fraction of a
share shall rank pari
passu and proportionately with a whole share of the
same class.


 


2.2           in
writing
and written
includes the reproduction of words and figures in any visible form.


 


2.3           Words importing the
singular number only shall include the plural number and vice versa.


 


2.4           Words importing a
particular gender only shall include any other gender.


 


2.5           Words importing
persons shall include associations and bodies of persons, whether corporate or
unincorporated.


 


2.6           Subject to the
preceding paragraphs of this Article and Article 1, any words defined
in the Statutes shall, if not inconsistent with the subject or context, bear
the same meaning in these Articles.


 


2.7           The headings are
inserted for convenience only and shall not affect the interpretation of these
Articles.


 


2

















 


2.8           References to
enactments are to such enactments as from time to time modified, re-enacted or
consolidated and shall include any enactment made in substitution for an
enactment that is repealed.


 


3.             BUSINESS


 


Any branch or kind of
business which is either expressly or by implication authorised to be
undertaken by the Company may be undertaken by the Directors at such time
or times as they shall think fit, and further may from time to time be
allowed by them to be in abeyance, whether such branch or kind of business may have
been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with such branch or kind of business.


 


4.             SHARE CAPITAL


 


4.1           The authorised share
capital of the Company is such amount divided into such number of shares as may from
time to time be specified in the Memorandum.


 


4.2           Without prejudice to
any special rights previously conferred on the holders of any existing shares
or class of shares (which special rights shall not be affected, modified
or abrogated except with such consent or sanction as is provided in these
Articles) any share in the Company may be issued with or have attached
thereto such preferred, deferred or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise, and
either at par, at a premium or at a discount, as the Company may from time
to time by Ordinary Resolution direct, or subject to or in default of any such
direction, as the Directors may determine.


 


4.3           The Company may issue
fractions of shares in accordance with and subject to the Statutes, provided
that:


 


4.3.1        A
fraction of a share shall be taken into account in determining the entitlement
of a Member as regards dividends or on a winding up; and


 


4.3.2        A
fraction of a share shall not entitle a Member to a vote in respect thereof.


 


4.4           Subject to the
Statutes, any preference shares may, with the sanction of an Ordinary
Resolution, be issued on the terms that they are, or at the option of the
Company are, liable to be redeemed on such terms and in such manner as the
Company before the issue of the shares may by Ordinary Resolution
determine.


 


4.5           The Company may make
arrangements on the issue of shares for a difference between the Members in the
amounts and times of payment of calls on their shares.


 


3

















 


4.6           The rights conferred
upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by the creation or issue of
further shares ranking pari
passu therewith.


 


4.7           The Company may exercise
the powers of paying commissions conferred by the Statutes provided that the
rate per cent or the amount of the commission paid or agreed to be paid shall
be disclosed in the manner required by the Statutes and the rate of commission
shall not exceed the rate of 10 per cent of the price at which the shares in
respect whereof the same is paid are issued or an amount equal to 10 per cent
of such price (as the case may be). Such commission may be satisfied
by the payment of cash or the allotment of fully or partly paid shares or
partly in one way and partly in the other. The Company may also on any
issue of shares pay such brokerage as may be lawful.


 


4.8           The Company shall have
power, subject to and in accordance with the Statutes, to purchase any of its
own shares, whether or not they are redeemable and may make a payment out
of capital in respect of such purchase.


 


4.9           Subject to the
Statutes, the Company may give financial assistance directly or indirectly
for the purpose of, or in connection with, the acquisition made or to be made
by any person of any shares in the Company or its holding company (if any).


 


5.             COMPANY NOT
OBLIGED TO RECOGNISE ANY TRUST


 


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 or any interest in any fractional part of a share or
(except only as by these Articles or by law otherwise provided) any other
rights in respect of any share except an absolute right to the entirety thereof
in the registered holder.


 


6.             ALTERATION OF RIGHTS


 


All or any of the rights,
privileges, or conditions for the time being attached to any class or
group of shares may be affected, altered, modified, commuted, abrogated or
dealt with, subject to the right (if any) of aggrieved Members to apply to the
Court for a variation or cancellation as provided in the Statutes:-


 


6.1           by an agreement
between the Company and any person purporting to contract on behalf of the
holders of shares of the class or group affected, provided that such
agreement is ratified in writing by the holders of at least two-thirds in
nominal value of the issued shares of the class or group affected, or


 


4

















 


6.2           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 a majority of three-fourths of the
votes of the holders of shares of the class or group affected entitled to
vote and voting in person or by attorney or proxy and passed at a separate
meeting of the holders of such shares, but not otherwise. To any such meeting
all the provisions of these Articles shall mutatis
mutandis
apply, but so that the necessary quorum shall be Members of the class or
group affected, holding or representing by proxy one-third of the capital paid
on the issued shares of the class or group affected (but so that if at any
adjourned meeting of such holders a quorum as above defined is not present,
those Members who are present shall be a quorum) provided that this paragraph is
not to derogate from any power the Company would have had if this paragraph
were omitted.


 


7.             CALLS ON SHARES


 


7.1           Subject to the terms
of allotment, the Directors may make calls upon the Members in respect of
any moneys unpaid on their shares (whether in respect of nominal value or
premium) and each Member shall (subject to receiving at least fourteen clear
days’ notice specifying when and where payment is to be made) pay the Company
as required by the notice the amount called on his shares. A call may be
required to be paid by instalments. A call may, before receipt by the Company
of any sum due thereunder, be revoked in whole or part and payment of a
call may be postponed in whole or part. A person upon whom a call is made
shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect whereof the call was made.


 


7.2           A call shall be deemed
to have been made at the time when the resolution of the Directors authorising
such call was passed.


 


7.3           Joint holders of a
share shall be jointly and severally liable for the payment of all calls or
other moneys in respect thereof.


 


7.4           Any sum or premium
which by the terms of allotment of a share is made payable upon allotment or at
any fixed date and any instalment of a call or premium shall, for all purposes
of this Article, be deemed to be a call duly made and payable on the date fixed
for payment, and in case of non-payment the provisions of this Article as
to payment of interest and expenses, forfeiture and the like, and all other
relevant provisions of this Article shall apply as if such sum, premium or
instalments were a call duly made and notified as hereby provided.


 


7.5           If any Member shall
fail to pay on or before the day appointed for payment thereof any call to which
he may have become liable, he shall pay interest on the amount in


 


5

















 


arrear from the day appointed for payment
thereof to the time of actual payment, at such rate, not exceeding 15 per cent
per annum, as the Directors may from time to time fix, and in case no
other rate be prescribed, then at the rate of 15 per cent per annum, provided,
however, that the Directors may remit the whole or any part of such
interest.


 


7.6           No Member shall be
entitled to receive any dividend or to receive notice of or attend or vote at
any meeting or upon a poll, or to exercise any privileges as a Member until all
calls or other sums due by him to the Company, whether alone or jointly with
any other person, together with interest and expenses (if any) shall have been
paid.


 


7.7           The Directors may, if
they think fit, receive from any Member willing to advance the same, all or any
part of the moneys payable upon the shares held by him beyond the sums
actually called up thereon, and upon the moneys so paid in advance, or so much
thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made, the Company may pay
interest at such rate not exceeding 10 per cent as the Member paying such sum
in advance and the Directors shall agree upon, but any amount so for the time
being paid in advance of calls shall not unless the Directors shall in any
particular instance otherwise determine, be included or taken into account in ascertaining
the amount of dividend payable upon the share in respect of which such advance
has been made.


 


8.             FORFEITURE


 


8.1           If any Member fails to
pay the whole or any part of a call on or before the day appointed for the
payment thereof the Directors may at any time thereafter during such time
as the call or any part thereof, or any interest which shall have accrued
thereon, remains unpaid, serve a notice on him requiring him to pay such call
or such part thereof as remains unpaid, together with any accrued interest
and together with any expenses that may have been incurred by the Company
by reason of such non-payment.


 


8.2           The notice shall name
a day, not being less than fourteen days from the date of the notice on or
before which the call or such part as aforesaid and all interest and
expenses that have accrued by reason of such nonpayment are to be paid. It
shall also name the place at which and the person to whom payment is to be
made, and shall state that, in the event of non-payment at or before the time
and to the person and at the place appointed, the shares in respect of which
such call was made will be liable to be forfeited.


 


8.3           If the notice is not
complied with, any shares in respect of which such notice has been given may at
any time thereafter, before payment of all calls, interest and expenses


 


6

















 


due in respect thereof has been made, be
forfeited by a resolution of the Directors to that effect. Such forfeiture
shall include all unpaid dividends, interim dividends and interest due and to
become due thereon and any moneys paid up in advance of calls.


 


8.4           Where any share has
been forfeited in accordance with this Article, notice of the forfeiture shall
forthwith be given to the holder of the share or the person entitled to the
share by transmission, as the case may be, and an entry of such notice
having been given of the forfeiture, with the date thereof, shall forthwith be
made in the Register opposite the shares, but no forfeiture shall be in any
manner invalidated by any omission or neglect to give such notice or to make
such entry as aforesaid.


 


8.5           Notwithstanding any
such forfeiture as aforesaid, the Directors may, at any time before the
forfeited share has been otherwise disposed of permit the share so forfeited to
be redeemed upon payment of all calls and interest due upon and expenses
incurred in respect of the share, and upon such further terms (if any) as they
shall think fit.


 


8.6           Every share which
shall be forfeited shall thereupon become the property of the Company, and may be
either cancelled or sold, or re-allotted or otherwise disposed of by the
Directors, either to the person who was before forfeiture the holder thereof or
entitled thereto, or to any other person, upon such terms and in such manner as
the Directors shall think fit. The Directors may annul any forfeiture upon
such terms as they shall think fit.


 


8.7           A Member whose shares
have been forfeited shall, notwithstanding, be liable to pay to the Company all
calls made or payable and not paid on such shares at the time of forfeiture,
and interest thereon to the date of payment, and all expenses (whether then
payable or not) in the same manner in all respects as if the shares had not
been forfeited, and to satisfy all (if any) the claims and demands which the
Company might have enforced in respect of the shares at the time of the
forfeiture, without any deduction or allowance for the value of the shares at
the time of forfeiture.


 


8.8           The forfeiture of a
share shall involve the extinction at the time of forfeiture of all interest in
and all claims and demands against the Company in respect of the share, and all
other rights and liabilities incidental to the share, as between the Member
whose share is forfeited and the Company, except only such of those rights and
liabilities as are by this Article expressly saved, or as are by the
Statutes given or imposed in the case of past Members.


 


8.9           A declaration in
writing that the declarant is a Director of the Company and that a share has
been duly forfeited in pursuance of this Article, and stating the time when it
was forfeited, shall, as against all persons claiming to be entitled to the
share adversely to the forfeiture thereof, be conclusive evidence of the facts
therein stated,


 


7

















 


and such declaration together with a
certificate of proprietorship of the share delivered to a purchaser or allottee
thereof, shall constitute a good title to the share and the new holder thereof
shall be discharged from all calls made and other moneys payable prior to such
purchase or allotment.


 


8.10         Upon any sale after
forfeiture, or for enforcing a lien in purported exercise of the powers herein
given, the Directors may nominate some person to execute a transfer of the
share sold in the name and on behalf of the registered holder or his legal
personal representative and on such transfer being executed by the purchaser may cause
the purchaser’s name to be entered in the Register in respect of the shares
sold and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, and after his name has
been entered in the Register in respect of such shares the validity of the sale
shall not be impeached by any person and the remedy of any person aggrieved by
the sale shall be in damages only and against the Company exclusively.


 


9.             LIEN


 


9.1           The Company shall have
a first and paramount lien upon the shares registered in the name of each
Member (whether solely or jointly with others) and upon the proceeds of sale
thereof for his debts, liabilities and engagements, solely or jointly with any
other person, to or with the Company, whether the period for the payment,
fulfilment or discharge thereof shall have actually arrived or not and such
lien shall extend to all dividends from time to time declared in respect of
such shares and to all moneys paid in advance of calls thereon; unless
otherwise agreed, the registration of a transfer of shares shall operate as a waiver
of the Company’s lien (if any) on such shares.


 


9.2           For the purpose of
enforcing such lien the Directors may sell the shares subject thereto in
such manner as they think fit, but no sale shall be made until such time as the
moneys are presently payable and notice in writing stating the amount due, and
giving notice of intention to sell in default shall have been served on such
Member or the person (if any) entitled by transmission to the shares and
default shall have been made for fourteen clear days after such notice. The net
proceeds of any such sale shall be applied in or towards satisfaction of the
debts, liabilities and engagements aforesaid, the residue (if any) shall be
paid to the Member or the person (if any) entitled by transmission to the shares
or who would be so entitled but for such sale.


 


10.           TRANSFER OF SHARES


 


10.1         Subject to such of the
restrictions of these Articles as may be applicable, any Member may transfer
all or any of his shares by instrument in writing in the usual or common form or
in any other form which the Directors may approve. The instrument of


 


8

















 


transfer shall be executed by the
transferor (and in the case of partly paid shares by the transferee) and the
transferor shall be deemed to remain the holder of the share until the name of
the transferee is entered in the Register in respect thereof. Shares of
different classes shall not be transferred by the same instrument of transfer.


 


10.2         Every instrument of
transfer shall be left at the Office, or such other place as the Directors may prescribe,
with the certificate of every share to be thereby transferred and such other
evidence as the Directors may reasonably require to prove the title of the
transferor or his right to transfer the shares; and the transfer and
certificate shall remain in the custody of the Directors but shall be at all
reasonable times produced at the request and expense of the transferor or
transferee and their respective representatives or any of them. A new
certificate shall be delivered to the transferee after the transfer is
completed and registered on his application for the same and when necessary a
balance certificate shall be delivered to the transferor if required by him in
writing.


 


10.3         The Directors may, in
their discretion and without assigning any reasons therefor, refuse to register
a transfer of any share to any person of whom they shall not approve as
transferee. If the Directors refuse to register a transfer of any share 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.


 


11.           RESTRICTION ON
TRANSFER AND TRANSMISSION OF SHARES


 


11.1         Save only in the case
of a transfer for nominal or no consideration by the registered holder of a
single share and in the cases provided for in Articles 11.7 or 11.8 of this
Article, no share shall be sold, transferred or assigned to a person who is not
a Member so long as any existing Member is willing to purchase the same at a fair
value and in such cases the following provisions will apply.


 


11.2         Every Member who
desires to transfer any share or shares (the “Vendor”)
shall give to the Company notice in writing of such desire (a “Transfer Notice”). Subject as hereinafter mentioned, a
Transfer Notice shall constitute the Company the Vendor’s agent for the sale of
the share or shares specified therein (“the Shares”) to the Members at a price
to be agreed upon by the Vendor and the directors or, in case of difference, at
the price which the auditor of the Company for the time being acting as an
expert and not as an arbitrator shall certify to be in his opinion the fair
value thereof as between a willing seller and a willing buyer. A Transfer
Notice may contain a provision that unless all the Shares comprised
therein are sold by the Company pursuant hereto none shall be so sold and any
such provision shall be binding on the Company.


 


9

















 


11.3         If the auditor is
asked to certify the fair price as aforesaid, the Company shall, as soon as it
receives the auditor’s certificate, furnish a certified copy thereof to the
Vendor and the Vendor shall be entitled by notice in writing given to the
Company within seven days of the service upon him of the said certified copy,
to cancel the Company’s authority to sell the Shares. The cost of obtaining the
certificate shall be borne by the Company.


 


11.4         Upon the price being
fixed as aforesaid and provided the Vendor shall not give notice of
cancellation as aforesaid, the Company shall forthwith by notice in writing inform each
Member other than the Vendor of the number and price of the Shares and invite
each such Member to apply in writing to the Company within twenty-eight days of
the date of dispatch of the notice (which date shall be specified therein) for
such maximum number of the Shares (being all or any thereof) as he shall
specify in such application.


 


11.5         If the said Members
shall within the said period of twenty-eight days apply for all or (except where
the Transfer Notice provides otherwise) any of the Shares, the directors shall
allocate the shares (or so many of them as shall be applied for as aforesaid)
to or amongst the applicants and in case of competition pro rata
(as nearly as possible) according to the number of shares in the Company of
which they are registered or unconditionally entitled to be registered as
holders, provided that no applicant shall be obliged to take more than the
maximum number of Shares specified by him as aforesaid; and the Company shall
forthwith give notice of such allocations (an “Allocation
Notice”) to the Vendor and to the persons to whom the Shares have
been allocated and shall specify in such notice the place and time (being not
earlier than fourteen and not later than twenty-eight days after the date of
the notice) at which the sale of the Shares so allocated shall be completed.


 


11.6         The Vendor shall be
bound to transfer the Shares comprised in an Allocation Notice to the
Purchasers named therein at the time and place therein specified; and if he
shall fail to do so, the chairman of the Company or some other person appointed
by the directors shall be deemed to have been appointed the agent of the Vendor
with full power to execute, complete and deliver, in the name and on behalf of
the Vendor, transfers of the Shares to the Purchasers thereof against payment
of the price to the Company. On payment of the price to the Company the
Purchaser shall be deemed to have obtained a good receipt for such payment and
on execution and delivery of the transfer the Purchaser shall be entitled to
insist upon his name being entered in the Register of Members as the holder by
transfer of the Shares. The Company shall forthwith pay the price into a
separate bank account and shall hold such price on trust absolutely for the
Vendor.


 


10

















 


11.7         If the Company shall
not, within the space of twenty-eight days after being served with a Transfer
Notice, find a Member willing to purchase the shares and give notice in manner
aforesaid, the proposing transferor shall, at any time within three months
afterwards, be at liberty, subject to Article 10.3, to sell and transfer
the shares or those not placed to any person at a price not less than that
fixed in the Transfer Notice or the fair value fixed by the auditor under Article 11.2,
whichever is lower. Provided that, if the Vendor stipulated in his Transfer
Notice that unless all the Shares comprised therein were sold pursuant to this
Article, none should be so sold, the Vendor shall not be entitled, save with
the written consent of all the other Members of the Company, to sell hereunder,
only some of the Shares comprised in his Transfer Notice.


 


11.8         The Company by
Ordinary Resolution may make and from time to time vary rules as to
the mode in which any shares specified in any Transfer Notice shall be offered
to the Members and as to their rights in regard to the purchase thereof, and in
particular may give any Member or class of Members a preferential right
to purchase the same.


 


11.9         A share of a deceased
Member may be transferred or assigned by his executors or administrators
to any child or other issue, widow or widower of such deceased Member and
shares standing in the name of the trustees of the will of any deceased Member may be
transferred upon any change of trustees to the trustees for the time being of
such will (and the restrictions in Article 11.1 hereof shall not apply to
any transfer authorised by this clause) provided always that the Company shall
not be bound to recognise any trust.


 


12.           THE REGISTER


 


12.1         The Company shall keep
a Register in accordance with the Statutes. The Register may be closed
during such time as the Directors think fit, not exceeding in the whole thirty
days in any one year.


 


12.2         In the case of the
death of a Member, the survivors or survivor where the deceased was a joint
holder, and the executors or administrators of the deceased where he was a sole
holder, shall be the only persons or person recognised by the Company as having
any title to or interest in his shares; but nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of
any share jointly held by him.


 


12.3         A person entitled to
shares in consequence of the death or bankruptcy of a Member shall not be
entitled to receive notice of or attend or vote at any meeting, or, save as
aforesaid and save as regards the receipt of such dividends as the Directors
shall not 


 


11

















 


elect to retain, to exercise any of the
rights and privileges of a Member, unless and until he shall have been
registered as the holder of the shares.


 


13.           CERTIFICATES


 


13.1         Every Member shall be
entitled to receive within two months after allotment or lodgement of transfer
(or within such other period as the conditions of issue shall provide) one
certificate for all his shares or if the Member shall so request several
certificates each for one or more of his shares.


 


13.2         Every certificate
shall be signed, shall specify the shares to which it relates 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 such holders.


 


13.3         If a share certificate
is defaced, lost or destroyed, it may be renewed on such terms (if any) as
to evidence and indemnity and the payment of out-of-pocket expenses of the
Company in connection with the matter and generally upon such terms as the
Directors shall think fit.


 


14.           ALTERATION OF
CAPITAL


 


14.1         The Company may from
time to time by Ordinary Resolution increase the share capital by such sum, to
be divided into shares of such amount, as the resolution shall prescribe.


 


14.2         The Company may by
Ordinary Resolution:-


 


14.2.1      consolidate
and divide all or any of its share capital into shares of larger amount than
its existing shares;


 


14.2.2      sub-divide
its shares, or any of them, into shares of smaller amount than is fixed by the
Memorandum, so, however, that in the sub-division the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the
same as it was in the case of the share from which the reduced share is
derived;


 


14.2.3      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, and diminish the amount of its share
capital by the amount of the shares so cancelled;


 


14.2.4      convert
the whole, or any particular class, of its preference shares into redeemable
preference shares;


 


12

















 


14.2.5      issue
shares which shall entitle the holder to no voting right or entitle the holder
to a restricted voting right;


 


14.2.6      convert
all or any of its fully paid shares the nominal amount of which is expressed in
a particular currency into fully paid shares of a nominal amount of a different
currency, the conversion being effected at the rate of exchange (calculated to
not less than three significant figures) current on the date of the resolution
or on such other date as may be specified therein.


 


14.3         The Company may by
Special Resolution reduce its share capital, any capital redemption reserve
fund or any share premium account in accordance with the Statutes.


 


15.           GENERAL MEETINGS


 


15.1         The first general
meeting of the Company shall be held within a period of not more than eighteen
months from the day on which the Company shall have the right to commence
business.


 


15.2         An annual general
meeting shall be held once in every calendar year (provided that not more than
fifteen months have elapsed since the last such meeting) at such time and place
as the Directors shall appoint, and in default an annual general meeting may be
convened by any two Members in the same manner as nearly as possible as that in
which meetings are to be convened by the Directors.


 


15.3         All general meetings
other than annual general meetings shall be called extraordinary general
meetings.


 


15.4         The Directors may whenever
they think fit convene an extraordinary general meeting, and extraordinary
general meetings shall also be convened on the requisition in writing of one or
more of the Members holding at least one-tenth of the issued share capital of
the Company carrying voting rights or, if the Directors shall fail upon such
requisition to convene the meeting so requisitioned within twenty-one days
(counting the day on which the request is made) then such meeting may be
convened by such requisitionists in such manner as provided by the Statutes.


 


15.5         Any general meeting may be
held in Guernsey or elsewhere, as the Directors may from time to time
determine.


 


16.           NOTICE OF GENERAL
MEETINGS


 


16.1         All general meetings
shall be called by ten clear days’ notice in writing at the least. The notice
shall specify the place, the day and the hour of the meeting, and in the case


 


13

















 


of special business, the general nature
of that business and shall be given in the manner hereinafter mentioned or in
such other manner, if any, as may be prescribed by the Company by Ordinary
Resolution, to such persons as are, by these Articles, entitled to receive such
notices from the Company, provided that a meeting of the Company shall,
notwithstanding that it is called by shorter notice than that specified in this
Article, be deemed to have been duly called if it is so agreed by all the
Members entitled to attend and vote thereat.


 


16.2         The accidental
omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting.


 


17.           PROCEEDINGS AT
GENERAL MEETINGS


 


17.1         All business shall be
deemed special that is transacted at an extraordinary general meeting and also
all that is transacted at an annual general meeting, with the exception of
declaring a dividend, the consideration of the accounts, balance sheets, and
the reports of the Directors and auditors, the election of Directors and the
appointment of and the fixing of the remuneration of the auditors.


 


17.2         No business shall be
transacted at any general meeting unless a quorum is present. Two Members
present in person and entitled to vote shall be a quorum.


 


17.3         If within half an hour
after the time appointed for a meeting a quorum is not present, the meeting, if
convened by or upon the requisition of Members as hereinbefore provided, shall
be dissolved. If otherwise convened, it shall stand adjourned to the same day
in the next week (or if that day be a public holiday in the Island of Guernsey
to the next working day thereafter) at the same time and place and no notice of
such adjournment need be given. At any such adjourned meeting, those Members
who are present in person shall be a quorum.


 


17.4         The Members present in
person and entitled to vote, provided they are sufficient in number to
authorise the meeting to proceed, shall elect, by a majority of votes, one of
their number to discharge the duties of chairman.


 


17.5         The chairman, with the
consent of any meeting at which a quorum is present may (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 except
business which might lawfully have been transacted at the meeting from which
the adjournment took place. When a meeting is adjourned for fourteen days or
more, seven clear days notice at the least specifying the place, the day and
the hour of the adjourned meeting shall be given as in the case of the original
meeting but it shall


 


14

















 


not be necessary to specify in such
notice the nature of the business to be transacted at the adjourned meeting.


 


17.6         Every question
submitted to a general meeting shall be determined in the first instance by a
show of hands of the Members present in person or by attorney and entitled to
vote, but a poll may be demanded by one or more of the Members present in
person representing, at least one-tenth of the subscribed capital. Unless a
poll is duly demanded in accordance with these Articles, a declaration by the
chairman that a resolution has been carried or lost or has or has not been
carried by any particular majority 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, proportion or validity of the votes recorded in
favour of or against such resolution.


 


17.7         If a poll is demanded,
it shall be taken at the meeting at which the same is demanded, or at such
other time and place as the chairman presiding shall direct, and the result of
such poll shall be deemed the resolution of the meeting. The demand for a poll may be
withdrawn.


 


17.8         The demand for a poll
shall not prevent the continuance of a meeting for the transaction of any
business other than the question on which a poll has been demanded.


 


17.9         If a poll shall be
duly demanded upon the election of a chairman or on any question of
adjournment, it shall be taken at once.


 


17.10       In case of an equality
of votes, either 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 taken, as the
case may be, shall have a second or casting vote.


 


18.           VOTES OF MEMBERS


 


18.1         Subject to any rights
or restrictions attached to any shares, on a show of hands, every Member
present in person and entitled to vote shall have one vote, and on a poll every
Member present in person shall have one vote for each share held by him, but
this provision shall be subject to the conditions with respect to any special
voting powers or restrictions for the time being attached to any shares which may be
subject to special conditions.


 


18.2         Where there are joint
registered holders of any share any one of such persons may vote at any
meeting, either personally, in respect of such share as if he were solely
entitled thereto; and if more than one of such joint holders be present at any
meeting personally that one of the said persons so present in person whose name
stands first in the Register in respect of such share shall alone be entitled
to vote in respect thereof.


 


15

















 


18.3         Any Member being under
any legal disability may vote by his guardian or other legal
representative. Any one of such persons may vote either personally or by
proxy or by attorney.


 


18.4         Upon a poll votes may be
given personally or by proxy or by attorney and it shall not be necessary for a
proxy or attorney to be entitled to attend the meeting in his own right. Deposit
of an instrument of proxy shall not preclude a Member from attending and voting
at the meeting or any adjournment thereof.


 


18.5         Every instrument
appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing, or if such appointor is a corporation,
under that corporation’s seal, or under the hand of some officer duly
authorised in writing in that behalf.


 


18.6         The instrument
appointing a proxy, with the letter or power of attorney (if any) under which
it is signed, shall be deposited at the Office at least forty-eight hours
before the time appointed for holding the meeting or adjourned meeting, as the
case may be, at which the person named in such instrument proposes to
vote, otherwise the person so named shall not be entitled to vote in respect
thereof.


 


18.7         Every instrument of
proxy whether for a specified meeting or otherwise, shall, as nearly as
circumstances will admit, be in the form or to the effect following:-


 


I,                                              of


 


being a Member of CREDIT SUISSE GROUP CAPITAL (GUERNSEY) VIII LIMITED


 


hereby appoint


 


of


 


or failing him


 


of


 


as my proxy to vote for me
and on my behalf on the taking of a poll at the ordinary or extraordinary (as
the case may be) general meeting of the Company to be held on the      day of                   and any adjournment thereof.


 


As witness my hand
this        day of                     .


 


18.8         Any Member shall be
entitled to appoint by power of attorney some person, whether a Member or not,
to act as his attorney for the purposes of receiving notices of


 


16

















 


general meetings and attending general
meetings and voting thereat, and upon such power of attorney being deposited at
the Office together with a notice from the attorney giving his address, an
entry thereof shall be made in the Register and all notices of meetings held
during the continuance in force of such power of attorney shall be served upon
the attorney thereby appointed as if such attorney were a Member of the Company
and registered owner of the shares, and all notices, except where otherwise
herein expressly provided, shall be deemed duly served if served upon such
attorney in accordance with these Articles, and the attorney shall be entitled
to attend any general meetings held during the continuance of his appointment
and to vote thereat in respect of the shares of any Member appointing him, such
vote to be exercised either personally or by proxy appointed by the attorney in
accordance with these Articles. Every such power shall remain in full force
notwithstanding the death of or its revocation by other means by the grantor,
unless and until express notice in writing of such death or revocation shall
have been given to the Company.


 


18.9         A vote given or poll demanded in accordance with the
terms of an instrument of proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the
authority of the person voting or demanding a poll unless a notice of the
determination of the proxy or of the authority under which the proxy was
executed, shall have been received by the Company at the Office before the
commencement of the meeting or adjourned meeting at which the proxy is used.


 


18.10       Subject to the
Statutes, a resolution in writing signed by or on behalf of the Members who, on
the date when the resolution is to be passed, would be entitled to vote on the
resolution if it were proposed at a meeting, shall be as effective as if the
same had been duly passed at a general meeting.


 


19.           CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS


 


Any corporation which is a
Member 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, 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.


 


20.           APPOINTMENT OF
DIRECTORS


 


20.1         The first Directors
shall be appointed by the subscribers to the Memorandum of Association. Unless
otherwise determined by Ordinary Resolution, the number of


 


17

















 


Directors shall not be subject to any
maximum and the minimum number shall be one.


 


20.2         A Director need not be
a Member but shall be entitled to receive notice of and attend all General
Meetings of the Company.


 


20.3         No person shall,
unless recommended by the Directors, be eligible for election to the office of
Director at any general meeting unless not less than three nor more than
twenty-one days before the date appointed for the meeting there shall have been
left at the Office notice in writing signed by a Member duly qualified to
attend and vote at the meeting for which such notice is given, of his intention
to propose such person for election, and also notice in writing signed by that
person of his willingness to be elected.


 


20.4         The Directors shall
have power at any time and from time to time to appoint any person to be a
Director, either to fill a casual vacancy or as an addition to the existing
Directors. Any Director so appointed shall hold office only until the next
following annual general meeting and shall then be eligible for re-election.


 


20.5         The Company in general
meeting may by Ordinary Resolution appoint another person in place of a
Director removed from office under Article 26, and without prejudice to
the powers of the Directors under Article 20.4 the Company may by
Ordinary Resolution appoint any person to be a Director either to fill a casual
vacancy or as an additional Director.


 


21.           REMUNERATION OF
DIRECTORS


 


21.1         The remuneration of
the Directors shall from time to time be determined by the Company by Ordinary
Resolution. Such remuneration shall be deemed to accrue from day to day. The
Directors may also be paid all travelling, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Directors or
any committee of the Directors or general meetings of the Company or in
connection with the business of the Company.


 


21.2         If any Director, being
willing, shall be called upon to render or to perform and shall render or
perform extra or special services of any kind or shall travel or go or
reside in any country not his usual place of residence for any business or
purposes of the Company, he shall be entitled to receive such sum as the
Directors may think fit for expenses and also such remuneration as the
Directors may think fit, either as a fixed sum or as a percentage of
profits or otherwise, and such remuneration may, as the Directors shall
determine, be either in addition to or in substitution for any other
remuneration he may be entitled to receive, and the same shall be charged
as part of the ordinary working expenses.


 


18

















 


22.           DIRECTORS’
INTERESTS


 


22.1         A Director may be
or become a director or other officer of, or otherwise interested in, any
company promoted by the Company or in which the Company may be interested
as shareholder or otherwise, and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a director or
officer of, or from his interest in, such other company unless the Company
otherwise directs.


 


22.2         A Director or
intending Director shall not be disqualified by his office from entering into a
contract or arrangement with the Company, either as vendor, purchaser, lessor,
lessee, mortgagor, mortgagee, manager, agent, broker or otherwise, and no such
contract or arrangement or any contract or arrangement entered into by or on
behalf of the Company, with any person, firm or company of or in which any
Director shall be in any way interested shall be avoided, nor shall any person
so contracting or being so interested be liable to account to the Company for
any profit realised by any such contract or arrangement by reason of such
Director holding the office of Director, or of the fiduciary relationship
thereby established. Any Director, so contracting or being so interested as
aforesaid, shall disclose at the board meeting at which the contract or
arrangement is determined upon the nature of his interest, if his interest then
exists, or in any other case at the first board meeting after the acquisition
of his interest. A Director may vote in respect of any contract or
arrangement in which he is so interested as aforesaid notwithstanding his
interest. A Director may occupy any other office or place of profit in the
Company (except that of auditor) or act in any professional capacity to the
Company in conjunction with his office of Director, and on such terms as to
remuneration and otherwise as the Directors shall approve.


 


23.           BORROWING POWERS


 


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, and to issue
securities whether outright or as security for any debt, liability or
obligation of the Company or of any third party.


 


24.           POWERS AND DUTIES
OF DIRECTORS


 


24.1         The business of the
Company shall be managed by the Directors, who may pay all expenses incurred
in promoting and registering the Company, and may exercise all such powers
of the Company as are not, by the Statutes or by these Articles, required to be
exercised by the Company in general meeting, subject, nevertheless, to any of
these Articles, to the provisions of the Statutes and to such regulations,
being not


 


19

















 


inconsistent with these Articles or the
Statutes as may be prescribed by the Company by Ordinary Resolution; but
no regulation made by the Company shall invalidate any prior act of the
Directors which would have been valid if that regulation had not been made.


 


24.2         Subject to any
restriction thereon contained in the Statutes, 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 purpose and
with such powers, authorities and discretion (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 discretion vested in him.


 


24.3         A power of attorney
given by the Company shall be valid if executed by the Company under the common
signature of the Company.


 


24.4         The Directors shall
cause minutes to be made in books provided for the purpose:-


 


24.4.1      of
all appointments of officers made by the Directors;


 


24.4.2      of
the names of the Directors present at all meetings of the Company and of the
Directors and of committees of the Directors; and


 


24.4.3      of
all resolutions and proceedings at all meetings of the Company, of the
Directors and of committees of the Directors.


 


25.           DIRECTORS’
INSURANCE


 


Without prejudice to the
provisions of Article 38, the Directors shall have the power to purchase
and maintain insurance for or for the benefit of any persons who are or were at
any time Directors, officers or employees of the Company, or of any other
company which is its holding company or in which the Company or such holding
company or any of the predecessors of the Company or of such holding company
has any interest whether direct or indirect or which is in any way allied to or
associated with the Company, or of any subsidiary undertaking of the Company or
of any such other company, including (without prejudice to the generality of
the foregoing) insurance against any liability incurred by such persons in
respect of any act or omission in the actual or purported execution and/or
discharge of their duties and/or the exercise or purported exercise of their
powers and/or otherwise in relation to or in connection with their duties,
powers or offices in relation to the Company or any other such company or
subsidiary undertaking.


 


20

















 


26.           RETIREMENT AND
REMOVAL OF DIRECTORS


 


The office of Director shall, ipso facto, be vacated:-


 


26.1         If he resigns his
office by writing under his hand deposited at the Office;


 


26.2         If he shall have absented
himself (such absence not being absence with leave or by arrangement with the
Directors on the affairs of the Company) from meetings of the Directors for six
months in succession and the other Directors shall have resolved that his
office shall be vacated;


 


26.3         If he has his affairs
declared en désastre
or has a preliminary vesting order made against his Guernsey realty, becomes
bankrupt, suspends payment or compounds with his creditors, or is adjudged
insolvent;


 


26.4         If he becomes
prohibited from being a Director by reason of an order made under any
provisions of any law or enactment;


 


26.5         If he is requested to
resign in writing signed by all his co-Directors (being not less than two in
number);


 


26.6         If the Company shall
by Ordinary Resolution declare that he shall cease to be a Director.


 


Provided that until an entry
of his office having been so vacated be made in the minutes of the Directors,
his acts as a Director shall be as effectual as if his office were not vacated.


 


27.           PROCEEDINGS OF DIRECTORS


 


27.1         The Directors may meet
together for the despatch of business, adjourn and otherwise regulate their
meetings, as they think fit.


 


27.2         Questions arising at
any meeting shall be decided by a majority of votes and in the case of an
equality of votes, the Chairman shall have a second or casting vote.


 


27.3         A Director may, and
the secretary on the requisition of a Director, shall summon a meeting of the
Directors.


 


27.4         Subject to the
provisions hereof, a meeting of Directors or of a committee of Directors may be
validly held notwithstanding that such Directors may not be in the same
place provided that:-


 


27.4.1      they
are in constant communication with each other throughout by telephone,
television or some other form of communication; and


 


21

















 


27.4.2      all
Directors entitled to attend such meeting so agree.


 


A person so participating in
the meeting shall be deemed to be present in person and shall accordingly be
counted in the quorum and be entitled to vote. Such a meeting shall be deemed
to take place where the chairman of the meeting then is.


 


27.5         The quorum necessary
for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed shall be two except that where the number of
Directors has been fixed at one pursuant to Article 20.1, a sole Director
shall be deemed to form a quorum. For the purposes of this Article an
alternate director shall be counted in the quorum at a meeting at which the
Director appointing him is not present.


 


27.6         If and for so long as
there is a sole Director, he may exercise all the powers conferred on the
Directors by the Articles by resolution in writing signed by him.


 


27.7         The continuing
Directors or sole continuing Director may act notwithstanding any vacancy
in their body, but, if and so long as their number is reduced below the number
fixed by or pursuant to these Articles as the necessary quorum of the
Directors, the continuing Directors or Director 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.


 


27.8         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 of the time appointed for holding the same,
the Directors present may choose one of their number to be chairman of the
meeting.


 


27.9         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.


 


27.10       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.


 


27.11       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 the case of an
equality of votes the chairman shall have a second or casting vote.


 


22

















 


27.12       All acts done by any
meeting of the Directors or of a committee of the 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 of the Directors 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.


 


27.13       A resolution in
writing, signed by all the Directors for the time being entitled to receive
notice of a meeting of the Directors, shall be as valid and effectual as if it
had been passed at a meeting of the Directors duly convened and held, and may consist
of several documents in the like form signed by any one or more of the
Directors.


 


28.           MANAGING DIRECTOR


 


28.1         The Directors may from
time to time appoint one or more of their body to the office of Managing
Director for such period and on such terms as they think fit, and subject to
the terms of any agreement entered into in any particular case, may revoke
such appointment. The appointment of a Director so appointed shall be
automatically determined if he cease from any cause to be a Director.


 


28.2         A Managing Director
shall receive such remuneration (whether by way of salary, commission, or
participation in profits or partly in one way and partly in another) as the
Directors may determine.


 


28.3         The Directors may entrust
to and confer upon a Managing Director any of the powers exercisable by them
upon such terms and conditions and with such restrictions as they may think
fit, and either collaterally with or to the exclusion of their own powers and may from
time to time revoke, withdraw, alter or vary all or any of such powers.


 


29.           ALTERNATE
DIRECTORS


 


29.1         Any Director may at
any time by writing under his hand and deposited at the Office, or delivered at
a meeting of the Directors, appoint any person (including another Director) to
be his alternate Director and may in like manner at any time terminate
such appointment. Such appointment, unless previously approved by the
Directors, shall have effect only upon and subject to being so approved.


 


29.2         The appointment of an
alternate Director shall terminate on the happening of any event which if he
were a Director would cause him to vacate such office or if his appointor
ceases to be a Director.


 


29.3         An alternate Director
shall be entitled to receive notices of meetings of the Directors and shall be
entitled to attend and vote as a Director at any such meeting at which the
Director appointing him is not personally present and generally at such meeting
to


 


23

















 


perform all functions of his
appointor as a Director and for the purposes of the proceedings at such meeting
the provisions of these presents shall apply as if he (instead of his
appointor) were a Director. If he shall be himself a Director or shall attend
any such meeting as an alternate for more than one Director his voting rights shall
be cumulative. If his appointor is for the time being temporarily unable to act
through ill-health or disability his signature to any resolution in writing of
the Directors shall be as effective as the signature of his appointor. To such
extent as the Directors may from time to time determine in relation to any
committees of the Directors, the foregoing provisions of this paragraph shall
also apply mutatis
mutandis to any meeting of any such committee of which
his appointor is a member.


 


29.4         An alternate Director
shall be entitled to contract and be interested in and benefit from contracts
or arrangements or transactions and to be repaid expenses and to be indemnified
to the same extent mutatis
mutandis as if he were a Director but he shall not be
entitled to receive from the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of the
remuneration otherwise payable to his appointor as such appointor may by
notice in writing to the Company from time to time direct.


 


30.           SECRETARY


 


30.1         The secretary of the
Company shall be appointed by the Directors for such term, at such remuneration
and upon such conditions as they may think fit; and any secretary so
appointed may be removed by them.


 


30.2         No person shall be
appointed or hold office as secretary who is:-


 


30.2.1      the
sole Director of the Company; or


 


30.2.2      a
corporation the sole director of which is the sole Director of the Company; or


 


30.2.3      the
sole director of a corporation which is the sole Director of the Company.


 


30.3         A provision of the
Statutes or of these Articles requiring or authorising a thing to be done by or
to a Director and the secretary shall not be satisfied by its being done by or
to the same person acting both as Director and as, or in place of, the
secretary.


 


31.           THE SEAL


 


31.1         The Company may have
a common seal (the “Seal”) and if
the Directors resolve to adopt a Seal the following provisions shall apply.


 


31.2         The Seal shall have
the Company’s name engraved on it in legible letters.


 


24

















 


31.3         The Directors shall
provide for the safe custody of the Seal, which shall only be used pursuant to
a resolution passed at a meeting of the Directors, or a Committee of the
Directors authorised to use the Seal, and in the presence either of two
Directors or of one Director and the secretary or of such person or persons as
the Directors may from time to time appoint, and such person or persons,
as the case may be, shall sign every instrument to which the Seal is
affixed.


 


31.4         The Company may have
for use in any territory, district or place abroad an official seal which shall
bear on its face the Company’s name in legible characters with the addition of
the name of the territory, district or place where it is to be used.


 


32.           DIVIDENDS AND
RESERVES


 


32.1         The Company may from
time to time by Ordinary Resolution declare dividends to be paid to the Members
according to their right and interest in the profits but no dividend shall be
declared in excess of the amount recommended by the Directors. The declaration
of the Directors as to the amount of the profits of the Company available for
dividends shall be final and conclusive.


 


32.2         The Directors may from
time to time pay to the Members such interim dividends as appear to the
Directors to be justified by the profits of the Company.


 


32.3         The Directors may,
before recommending any dividend, set aside out of the profits of the Company
such sum as they think proper as a reserve fund, to meet contingencies or for
equalising dividends and the Directors may invest the sum so set apart as
a reserve fund in such securities as they may select.


 


32.4         All dividends shall be
apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it shall
rank for dividend as from a particular date such share shall rank for dividend
accordingly.


 


32.5         The Directors may deduct
from the dividends or bonus payable to any Member all such sums of money as may be
due from him to the Company on account of calls or otherwise.


 


32.6         No dividend shall bear
interest against the Company.


 


32.7         The receipt of the
person appearing by the Register to be the holder of any shares shall be a
sufficient discharge to the Company for any dividend or other moneys payable in
respect of such shares; and where several persons are the joint holders of a


 


25

















 


share the receipts of any one of them
shall be a good discharge to the Company for any dividends or other moneys
payable thereon.


 


32.8         A transfer of shares
shall not pass the right to any dividend declared thereon before the
registration of the transfer.


 


32.9         The Directors may retain
the dividend payable upon shares in respect of which any person is entitled to
become a Member under Article 11.8 until such person shall be registered
as a Member in respect thereof or shall duly transfer the same.


 


32.10       Unless otherwise
directed, any dividend may be paid by cheque or warrant sent through the
post to the registered address of the Member entitled thereto, or in the case
of joint holders to that one whose name stands first on the Register in respect
of the joint holding and every cheque or warrant so sent shall be payable to
the order of the person to whom it is sent, and the payment of any such cheque
or warrant shall operate as a good discharge to the Company in respect of the
dividend represented thereby, notwithstanding that it may subsequently
appear that the same has been stolen or that the endorsement thereon has been
forged.


 


32.11       All dividends
unclaimed for one year after having been declared may be invested or
otherwise made use of by the Directors for the benefit of the Company until
claimed.


 


32.12       Any dividend which has
remained unclaimed for a period of ten years from the date of declaration
thereof shall, if the Directors so resolve, be forfeited and cease to remain
owing by the Company and shall thenceforth belong to the Company absolutely.


 


33.           CAPITALISATION OF
PROFITS


 


33.1         The Company by
Ordinary Resolution may upon the recommendation of the Directors resolve
that it is desirable to capitalise any part of the amount for the time
being standing to the credit of any of the Company’s reserve accounts or to the
credit of the profit and loss account or otherwise available for distribution,
and accordingly that the sum be set free for distribution amongst the Members
who would have been entitled thereto if distributed by way of dividend and in
the same proportions on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the time being unpaid on
any shares held by such Members respectively or paying up in full unissued
shares of the Company to be allotted and distributed credited as fully paid up
to and amongst such Members in the proportion aforesaid, or partly in the one
way and partly in the other, but the share premium account and the capital
redemption reserve fund may, for the purposes of this Article, only be applied
in the paying up of unissued shares to be issued to Members as fully paid bonus
shares.


 


26

















 


33.2         Whenever such a resolution
as aforesaid shall have been passed the Directors shall make all the
appropriations and applications of the profits resolved to be capitalised
thereby, and all allotments and issues of fully paid shares, if any, and
generally shall do all acts and things required to give effect thereto with
full power to the Directors to make such provision by the issue of fractional
certificates or by payment in cash or otherwise as they think fit for the case
of shares becoming distributable in fractions, and also to authorise any person
to enter on behalf of all the Members entitled thereto into an agreement with
the Company providing for the allotment to them respectively, credited as fully
paid up, of any further shares to which they may be entitled upon such
capitalisation, or (as the case may require) for the payment up by the
Company on their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised, of the amounts or any part of
the amounts remaining unpaid on their existing shares, and any agreement made
under such authority shall be effective and binding on all such Members.


 


34.           ACCOUNTS


 


34.1         The Directors shall
keep proper books of account with respect to all the transactions, assets and
liabilities of the Company in accordance with the Statutes.


 


34.2         Subject to the
Statutes, the books of account shall be kept at the Office, or at such other
place or places as the Directors shall think fit and shall at all times be open
to the inspection of the Directors, and the Secretary.


 


34.3         A balance sheet shall
be made out and laid before the Company at its annual general meeting in each
year, and such balance sheet shall contain a general summary of the assets and
liabilities of the Company. The balance sheet shall be accompanied by a report
of the Directors as to the state and condition of the Company, as to the amount
(if any) which they recommend be paid by way of dividend to the Members, and
the amount (if any) which they have carried or propose to carry to reserve. The
report and balance sheet shall be signed on behalf of the Directors by at least
two of the Directors of the Company, or if there is only one Director for the
time being, by that Director.


 


34.4         A copy of the
Directors’ report and balance sheet with the auditor’s report (if any) attached
thereto shall, at least ten days prior to the annual general meeting, be
delivered or sent by post to the registered address of every Member.


 


35.           AUDIT


 


Auditors shall be appointed and their duties regulated in accordance
with the Statutes.


 


27

















 


36.           NOTICES


 


36.1         A notice may be
given by the Company to any Member either personally or by sending it by post
in a pre-paid envelope addressed to the Member at his registered address or by
facsimile to the facsimile number from time to time held by the Company for
that Member. A notice shall, unless the contrary is shown, be deemed to have
been received:-


 


36.1.1      in
the case of a notice sent by post to an address in the United Kingdom, Channel
Islands or the Isle of Man, on the third day after the day of posting;


 


36.1.2      in
the case of a notice sent elsewhere by airmail, on the seventh day after
posting;


 


36.1.3      in
the case of a notice sent by facsimile, upon sending;


 


excluding, in the first two
cases, any day which is a Saturday, Sunday, Good Friday, Christmas Day, a bank
holiday in Guernsey or a day appointed as a day of public thanksgiving or
public mourning in Guernsey.


 


36.2         A notice may be
given by the Company to the joint holders of a share by giving the notice to
the joint holder first named in the Register in respect of the share.


 


36.3         A notice may be
given by the Company to the persons entitled to a share in consequence of the
death or bankruptcy of a Member by sending it through the post in a 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.


 


36.4         Notice of every
general meeting shall be given in any manner hereinbefore authorised to:-


 


36.4.1      every
Member who has supplied to the Company a registered address for the giving of
notices to him;


 


36.4.2      every
person upon whom the ownership of a share devolves by reason of his being a
legal personal representative or a trustee in bankruptcy of a Member where the
Member but for his death or bankruptcy would be entitled to receive notice of
the meeting; and,


 


36.4.3      each
Director who is not a Member.


 


28

















 


No other person shall be
entitled to receive notices of general meetings.


 


37.           WINDING UP


 


If the Company shall be
wound up the liquidator may, with the sanction of a resolution of the Company
passed by a majority of three-fourths of the votes of the Members entitled to
vote and voting in person or by attorney or proxy and any other sanction
required by the Statutes, 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.


 


38.           INDEMNITY


 


The Directors, Secretary and
other officers or servants or agents for the time being of the Company shall be
indemnified out of the assets of the Company from and against all actions,
costs, charges, losses, damages and expenses in respect of which they may lawfully
be indemnified which they or any of them shall or may incur or sustain by
reason of any contract entered into or any act done, concurred in, or omitted,
in or about the execution of their duty or supposed duty or in relation
thereto, except such (if any) as they shall incur or sustain by or through
their own wilful act, negligence or default respectively, and none of them
shall be answerable for the acts, receipts, negligence or defaults of the other
or others of them, or for joining in any receipt for the sake of conformity, or
for any bankers or other persons with whom any moneys or effects belonging to
the Company shall or may be lodged or deposited for safe custody, or for
any bankers, brokers, or other persons into whose hands any money or assets of
the Company may come, or for any defect of title of the Company to any
property purchased, or for the insufficiency or deficiency or defect of title
of the Company, to any security upon which any moneys of the Company shall be
invested, or for any loss or damage occasioned by an error of judgement or
oversight on their part, or for any other loss, damage or misfortune whatsoever
which shall happen in the execution of their respective offices or in relation
thereto, except the same shall happen by or through their own wilful act,
negligence or default respectively.


 


39.           INSPECTION OF
REGISTERS AND OTHER RECORDS


 


39.1         A Director shall be
entitled at any time to inspect the Register, the minute books, the annual
return, the register of Directors and secretaries and the index, if any, of
Members.


 


29

















 


39.2         A Member shall be
entitled on giving not less than one day’s notice to inspect the Register and
the other documents mentioned in 39.1 other than the minutes of proceedings at
Directors’ meetings.


 


39.3         Any person who is not
a Director or a Member shall be entitled on giving not less than three days’
notice to inspect the Register, the register of Directors and secretaries and
the index, if any, of Members.


 


39.4         The rights of
inspection herein referred to shall be exercisable between 2.30 pm and 4.30 pm
on any weekday when banks in Guernsey are open for business.


 


39.5         Subject to Article 39.2,
no Member shall (as such) have any right of inspecting any accounting records
or other books or documents of the Company except as conferred by the Statutes
or authorised by the Directors or by Ordinary Resolution.


 


30

















 


	
  Names, Addresses of
  Subscribers

  	
   

  
	
   

  	
   

  
	
  CREDIT
  SUISSE GROUP GUERNSEY BRANCH

  	
   

  
	
  Helvetia
  Court

  	
   

  
	
  South
  Esplanade

  	
   

  
	
  St
  Peter Port

  	
   

  
	
  Guernsey

  	
   

  
	
  GY1
  3WF

  	
   

  
	
   

  	
   

  
	
  CREDIT
  SUISSE NOMINEES (GUERNSEY) LIMITED

  	
   

  
	
  Helvetia
  Court

  	
   

  
	
  South
  Esplanade

  	
   

  
	
  St
  Peter Port

  	
   

  
	
  Guernsey

  	
   

  
	
  GY1
  3JY

  	
   

  



 


Dated this 22nd
day of November, 2005


 


WITNESS to the above signatures


 


/s/ ANTHONY L.
LE CONTE


ANTHONY L. LE
CONTE


Helvetia Court


South
Esplanade


St Peter Port


Guernsey