Exhibit
3.1.b
 
 
 CERTIFICATE OF
AMENDMENT
 OF
 THIRDAMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
 OF
 TSG HOLDINGS
CORP.
 
 
 TSG Holdings Corp., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,
 
 DOES HEREBY CERTIFY:
 
 FIRST:          That
the Board of Directors of said corporation, by the unanimous written consent of
its members, filed with the minutes of the Board of Directors, adopted
resolutions proposing and declaring advisable the following amendments to the
Third Amended and Restated Certificate of Incorporation of said
corporation:
 
 RESOLVED,
that the Board deems it advisable and in the Company’s best interest and
recommends that the Third Amended and Restated Certificate of Incorporation of
the Company, as heretofore amended and restated, be further amended by revising
paragraphs (2)(c)(v), (vi) and (vii) of Article IV thereof so that, as amended,
such paragraphs (2)(c)(v), (vi) and (vii) of Article IV shall read in their
entirety as follows:
  (v)           The
Holders shall be entitled to receive the dividends provided for in paragraph
2(c)(i) hereof in preference to and in priority over any dividends or
distributions upon any of the Series A Junior Securities.  Such
dividends on the Series A Preferred Stock shall be cumulative, whether or not
earned or declared, so that if at any time full Accumulated Dividends on all
shares of Series A Preferred Stock then outstanding have not been paid for all
Dividend Periods then elapsed and a prorated dividend on the Series A Preferred
Stock at the rate aforesaid from the Dividend Payment Date immediately preceding
the Series A Junior Payment Date (as defined below) to the Series A Junior
Payment Date have not been paid or set aside for payment, the amount of such
unpaid dividends shall be paid before any sum shall be set aside for or applied
by the Corporation to the purchase, redemption or other acquisition for value of
any Series A Junior Securities (either pursuant to any applicable sinking fund
requirement or otherwise) or any dividend or other distribution shall be paid or
declared and set apart for payment on any Series A Junior Securities (the date
of any such actions to be referred to as the “Series A Junior Payment
Date”); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series A
Junior Securities, or options, warrants or other rights to purchase such Series
A Junior Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making dividends, other distributions,
redemptions, repurchases or acquisitions in respect of Series A Junior
Securities payable in Series A Junior Securities and cash in lieu of fractional
Series A Junior Securities or (3) prohibit the Corporation from making any
purchase, repurchase, redemption or acquisition of Series A Junior Securities
with the written consent of the holders of a majority of the Series A Preferred
Stock.
  
  (vi)           No
payment in cash or otherwise on account of the purchase, redemption, retirement
or other acquisition of Series A Parity Securities shall be made, and no sum
shall be set aside for or applied by the Corporation to any Series A Parity
Securities (either pursuant to any applicable sinking fund requirement or
otherwise) at any time any shares of Series A Preferred Stock are outstanding
unless, prior to such payment or setting aside or applying such sum to the
purchase, redemption, retirement or other acquisition of any Series A Parity
Securities, all shares of Series A Preferred Stock shall have been purchased or
otherwise acquired by the Corporation for value (and the purchase price therefor
has been paid in cash); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series A
Parity Securities, or options, warrants or other rights to purchase such Series
A Parity Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making any purchase, redemption, retirement or
other acquisition of Series A Parity Securities payable in Series A Parity
Securities and cash in lieu of fractional Series A Parity Securities or (3)
prohibit the Corporation from making any purchase, repurchase, redemption or
acquisition of Series A Parity Securities with the written consent of the
holders of a majority of the Series A Preferred Stock.
  (vii)           No
payment in cash or otherwise on account of the purchase, redemption, retirement
or other acquisition of Series A Junior Securities shall be made, and no sum
shall be set aside for or applied by the Corporation to any Series A Junior
Securities (either pursuant to any applicable sinking fund requirement or
otherwise) at any time any shares of Series A Preferred Stock are outstanding
unless, prior to such payment or setting aside or applying such sum to the
purchase, redemption, retirement or other acquisition of any Series A Junior
Securities, all shares of Series A Preferred Stock shall have been purchased or
otherwise acquired by the Corporation for value (and the purchase price therefor
has been paid or set aside for payment); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series A
Junior Securities, or options, warrants or other rights to purchase such Series
A Junior Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making any purchase, redemption, retirement or
other acquisition of Series A Junior Securities payable in Series A Junior
Securities and cash in lieu of fractional Series A Junior Securities or (3)
prohibit the Corporation from making any purchase, repurchase, redemption or
acquisition of Series A Junior Securities with the written consent of the
holders of a majority of the Series A Preferred Stock.
  
  RESOLVED,
that the Board deems it advisable and in the Company’s best interest and
recommends that the Third Amended and Restated Certificate of Incorporation of
the Company, as heretofore amended and restated, be further amended by revising
paragraph (2)(g) of Article IV thereof so that, as amended, such paragraph
(2)(g) of Article IV shall read in its entirety as follows:
  (g)           Reissuance of Series A
Preferred Stock.  Except as otherwise consented to in writing
by the holders of a majority of the Series A Preferred Stock, shares of Series A
Preferred Stock which have been issued and reacquired in any manner, including
shares purchased, redeemed or exchanged, shall have the status of authorized and
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors or as part of any other series of Preferred Stock, all subject to the
conditions or restrictions on issuance set forth in this Certificate of
Incorporation or in any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of Preferred Stock, it being
understood that the Corporation may reissue shares of Series A Preferred Stock
which are reacquired by the Corporation from a Holder who is, or was, an
employee or director of the Corporation (or a direct or indirect subsidiary of
the Corporation) so long as such reissued shares of Series A Preferred Stock are
reissued to a person who is an employee or director of the Corporation (or a
direct or indirect subsidiary of the Corporation) at the time of such
reissue.
  RESOLVED,
that the Board deems it advisable and in the Company’s best interest and
recommends that the Third Amended and Restated Certificate of Incorporation of
the Company, as heretofore amended and restated, be further amended by revising
paragraphs (3)(c)(v), (vi) and (vii) of Article IV thereof so that, as amended,
such paragraphs (3)(c)(v), (vi) and (vii) of Article IV shall read in their
entirety as follows:
  
  (v)           The
Holders shall be entitled to receive the dividends provided for in paragraph
3(c)(i) hereof in preference to and in priority over any dividends or
distributions upon any of the Series B Junior Securities.  Such
dividends on the Series B Preferred Stock shall be cumulative, whether or not
earned or declared, so that if at any time full Accumulated Dividends on all
shares of Series B Preferred Stock then outstanding have not been paid for all
Dividend Periods then elapsed and a prorated dividend on the Series B Preferred
Stock at the rate aforesaid from the Dividend Payment Date immediately preceding
the Series B Junior Payment Date (as defined below) to the Series B Junior
Payment Date have not been paid or set aside for payment, the amount of such
unpaid dividends shall be paid before any sum shall be set aside for or applied
by the Corporation to the purchase, redemption or other acquisition for value of
any Series B Junior Securities (either pursuant to any applicable sinking fund
requirement or otherwise) or any dividend or other distribution shall be paid or
declared and set apart for payment on any Series B Junior Securities (the date
of any such actions to be referred to as the “Series B Junior Payment
Date”); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series B
Junior Securities, or options, warrants or other rights to purchase such Series
B Junior Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making dividends, other distributions,
redemptions, repurchases or acquisitions in respect of Series B Junior
Securities payable in Series B Junior Securities and cash in lieu of fractional
Series B Junior Securities or (3) prohibit the Corporation from making any
purchase, repurchase, redemption or acquisition of Series B Junior Securities
with the written consent of the holders of a majority of the Series B Preferred
Stock.
  (vi)           No
payment in cash or otherwise on account of the purchase, redemption, retirement
or other acquisition of Series B Parity Securities shall be made, and no sum
shall be set aside for or applied by the Corporation to any Series B Parity
Securities (either pursuant to any applicable sinking fund requirement or
otherwise) at any time any shares of Series B Preferred Stock are outstanding
unless, prior to such payment or setting aside or applying such sum to the
purchase, redemption, retirement or other acquisition of any Series B Parity
Securities, all shares of Series B Preferred Stock shall have been purchased or
otherwise acquired by the Corporation for value (and the purchase price therefor
has been paid in cash); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series B
Parity Securities, or options, warrants or other rights to purchase such Series
B Parity Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making any purchase, redemption, retirement or
other acquisition of Series B Parity Securities payable in Series B Parity
Securities and cash in lieu of fractional Series B Parity Securities or (3)
prohibit the Corporation from making any purchase, repurchase, redemption or
acquisition of Series B Parity Securities with the written consent of the
holders of a majority of the Series B Preferred Stock.
  
  (vii)           No
payment in cash or otherwise on account of the purchase, redemption, retirement
or other acquisition of Series B Junior Securities shall be made, and no sum
shall be set aside for or applied by the Corporation to any Series B Junior
Securities (either pursuant to any applicable sinking fund requirement or
otherwise) at any time any shares of Series B Preferred Stock are outstanding,
unless, prior to such payment or setting aside or applying such sum to the
purchase, redemption, retirement or other acquisition of any Series B Junior
Securities, all shares of Series B Preferred Stock shall have been purchased or
otherwise acquired by the Corporation for value (and the purchase price
therefore has been paid or set aside for payment); provided, however, that the
foregoing shall not (1) prohibit the Corporation from repurchasing Series B
Junior Securities, or options, warrants or other rights to purchase such Series
B Junior Securities, from a holder who is, or was, a director or employee of the
Corporation (or a direct or indirect subsidiary of the Corporation), (2)
prohibit the Corporation from making any purchase, redemption, retirement or
other acquisition of Series B Junior Securities payable in Series B Junior
Securities and cash in lieu of fractional Series B Junior Securities or (3)
prohibit the Corporation from making any purchase, repurchase, redemption or
acquisition of Series B Junior Securities with the written consent of the
holders of a majority of the Series B Preferred Stock.
  RESOLVED,
that the Board deems it advisable and in the Company’s best interest and
recommends that the Third Amended and Restated Certificate of Incorporation of
the Company, as heretofore amended and restated, be further amended by revising
paragraph (3)(g) of Article IV thereof so that, as amended, such paragraph
(3)(g) of Article IV shall read in its entirety as follows:
  (g)           Reissuance of Series B
Preferred Stock.  Except as otherwise consented to in writing
by the holders of a majority of the Series B Preferred Stock, shares of Series B
Preferred Stock which have been issued and reacquired in any manner, including
shares purchased, redeemed or exchanged, shall have the status of authorized and
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors or as part of any other series of Preferred Stock, all subject to the
conditions or restrictions on issuance set forth in this Certificate of
Incorporation or in any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of Preferred Stock, it being
understood that the Corporation may reissue shares of Series B Preferred Stock
which are reacquired by the Corporation from a Holder who is, or was, an
employee or director of the Corporation (or a direct or indirect subsidiary of
the Corporation) so long as such reissued shares of Series B Preferred Stock are
reissued to a person who is an employee or director of the Corporation (or a
direct or indirect subsidiary of the Corporation) at the time of such
reissue.
  
  SECOND:     That,
in lieu of a meeting and vote of stockholders, the necessary stockholders of the
corporation have given written consent to said amendments in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
 
 THIRD:    
    That the aforesaid amendments were duly adopted in
accordance with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
 
 FOURTH:     That
this Certificate of Amendment of the Third Amended and Restated Certificate of
Incorporation shall be effective upon filing.
  
 
 IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Amendment as of the 9th day of January,
2009.
 
 
 TSG
      HOLDINGS CORP.By:
                    /s/ John A. SaxtonName:
                    John
      A. SaxtonTitle:
                    President
      & CEO