RESTATED
CERTIFICATE OF INCORPORATION





OF





SONESTA
INTERNATIONAL HOTELS CORPORATION





Pursuant
to Section 40 of the Stock Corporation Law











We, the
undersigned Peter J. Sonnabend and David Rakouskas, being respectively the chief
executive officer & vice chairman and the secretary of Sonesta International
Hotels Corporation, hereby certify





1.  The name
of the corporation is Sonesta International Hotels Corporation.  The
name under which the corporation was originally incorporated is Childs
Company.





2.  The
certificate of consolidation forming said corporation was filed in the office of
the Secretary of State on the sixth day of December 1923.





3.  The
entire certificate of consolidation as now in force and effect, is hereby
restated, without change in the effect, meaning or substance thereof, to read as
herein set forth in full as follows:











Childs
Company and Childs Service, Incorporated, both being corporations duly organized
and existing under and by virtue of the laws of the State of New York for the
purpose of carrying on kinds of business which a corporation organized under
Article Two of Chapter 787 of the Laws of 1923 might carry on, having determined
to consolidate, do for that purpose make and file this certificate of
consolidation as follows:





First:  The
name of the new corporation is





SONESTA
INTERNATIONAL HOTELS CORPORATION





Second:  The
purposes and powers of the new corporation are:








1.  To
purchase, lease and otherwise acquire, erect, construct, own, hold, use,
maintain, improve, rebuild, enlarge, alter, equip, furnish, conduct, operate,
manage, control, sell, lease, mortgage and otherwise dispose of restaurants,
cafes, cafeterias, hotels, and eating and drinking establishments of every kind
and description whatsoever, and to engage in each and every aspect of the
restaurant, food and liquor businesses; to conduct and operate the businesses of
bakers, confectioners, eaterers, grocers, dairy operators, food processors and
dealers in and producers of meat and meat products, poultry and poultry
products, dairy products, fish, vegetables, baking goods, confections, fruits,
liquors, wines and other foods and beverages; to conduct farms and farming
operations; to manufacture, buy, sell, deal in and with foods and beverages of
every kind and description; and to engage in any business incidental to or
connected therewith without limitation as to type or amount;





2.  To take,
buy, purchase, exchange, hire, take on lease and sublease, and otherwise acquire
real estate, real property and leaseholds, either improved or unimproved, and
any and all interests and rights therein and thereto, located in any part of the
world, and to own, hold, possess, occupy, use operate, improve, mortgage and
otherwise encumber, sell, assign, transfer, convey, lease, sublease, and
otherwise dispose of, control, maintain, manage, develop, and generally deal in
and with the same;





3.  To
purchase, lease, and otherwise acquire, erect, construct, make, maintain,
improve, rebuild, enlarge, alter, equip, furnish, operate, manage, control,
sell, mortgage, lease, and otherwise dispose of and turn to account and aid in
or subscribe toward, the erection, construction, making, improvement,
maintenance and operation of, any and all kinds of buildings, houses, dwellings,
apartments, hotels, farms, dairies, bakeries, confectionery factories,
canneries, packing plants, food processing plants, refrigeration plants,
bottling plants, stores, shops, offices, warehouses, commissaries, garages,
mills, laboratories, factories, plants, roads, docks, piers, rolling stock,
vehicles, vessels, works and structures of every kind and
description;





4.  To make,
manufacture, compound, construct, extract, produce, prepare, refine, acquire,
experiment with, hold, use, equip, repair, remodel, develop, improve, operate,
buy, sell, lease, hire, pledge, mortgage, install, import, export, speculate in
and generally deal in and with any and all kinds and descriptions of machines,
machinery, engines, motors, dynamos, apparatus, instruments, fixtures,
appliances, devices, contrivances, and other articles and any accessories and
improvements thereof of every kind and description, and any and all kinds of
commodities, produce, natural resources, goods, wares, merchandise, grants,
options, licenses, royalties, concessions, franchises, contracts and all kinds
of personal property and any and all interests and rights therein and thereto
without limitation as to type or amount;





2


5.  To such
extent as a corporation organized under the New York Stock Corporation Law may
then lawfully do, but not otherwise, to purchase, subscribe for and otherwise
acquire, underwrite, obtain an interest in, own, hold, mortgage, pledge,
hypothecate, assign, deposit, create trusts with respect to, sell, exchange,
trade and otherwise dispose of, and in all ways deal in and with, all forms of
securities, including (without limiting the generality of the foregoing) stocks,
shares, voting trust certificates, bonds, mortgages, debentures, notes,
evidences of indebtedness, certificates of indebtedness, certificates of
interest, part-paid receipts and allotment certificates, land trust
certificates, warrants, rights, scrip commercial paper (except bills of
exchange), choses in action and other obligations and securities of any nature
howsoever evidenced, issued or created by any government, state, territory,
district, municipality or other political or governmental division or
subdivision, body politic, corporation, association, partnership, firm, trustee,
syndicate, individual, combination, organization or entity whatsoever, located
in and organized under the laws of any part of the world; to acquire and become
interested in any such securities by original subscription, underwriting,
participation in syndicates and otherwise, conditionally or otherwise, and
either with a view to investment or for resale or for any other lawful purpose,
and irrespective of whether fully-paid or subject to further payments or
assessments; to exercise in respect of any such securities any and all rights,
powers and privileges of individual ownership and interest therein, including
the right to vote thereon and to consent and to otherwise act with respect
thereto; to pay any assessments that may be levied upon any such securities; to
receive, collect and dispose of interest, dividends, rights, profits, income and
emoluments of any kind whatsoever from any such securities and transactions; to
do any and all acts and things for the preservation, protection, improvement and
enhancement in value of any such securities, or designed to accomplish any such
purpose, and to aid by loan, subsidy, guaranty or in any other manner those
issuing, creating or responsible for any of such securities;





6.  To
purchase, hold, cancel, reissue, sell, resell, pledge, transfer, and otherwise
dispose of shares of its own capital stock (so far as may be permitted by law or
its certificate of incorporation, as amended) and its own bonds, debentures,
notes, warrants, rights, scrip or other obligations or securities of any nature,
howsoever evidenced;





7.  To
promote, finance, aid, assist, financially and otherwise, any body politic,
corporation, association, partnership, firm, trustee, syndicate, individual,
combination, organization or other entity located in or organized under the laws
of any part of the world, any stock or security of which is held directly or
indirectly by or for the corporation, or in the business, financing or welfare
of which the corporation shall have any interest; and in connection therewith to
guarantee or become surety for the performance of any undertaking or obligation
of any such entity, and to guarantee by endorsement or otherwise the payment of
the principal of or interest or dividends on or sinking fund payments with
respect to any such security of any such entity or any other payments whatsoever
to be made by it; and to join in any reorganization with respect to any such
entity; all to the extent that the same may be permitted by the laws pursuant to
which the corporation is formed or by any other law or hereafter applicable to
the corporation;





3


8.  To
promote, institute, enter into, conduct, perform, assist or participate in every
kind of commercial, mercantile, manufacturing, mining, natural resources
extracting, industrial or any other enterprise, business, work, contract,
undertaking, venture and operation in any part of the world; and for any such
purpose to purchase, lease, and otherwise acquire, take over, hold, sell,
liquidate and otherwise dispose of real estate, plants, equipment, inventory,
merchandise, services, materials, stock, good will, franchises, patents,
trademarks, and trade-names, and other properties and assets of corporations,
associations, partnerships, firms, trustees, syndicates, individuals,
combinations, organizations and other entities located in or organized under the
laws of any part of the world; to continue, alter, extend and develop their
business, assume their liabilities, guarantee or become surety for the
performance of their obligations, reorganize their capital and participate in
any way in their affairs, and to take over as a going concern and to continue in
its own name any business so acquired the operation of which would be permitted
under any provision of this certificate; all to the extent that the same
lawfully may be permitted by the laws pursuant to which the corporation is
formed or by any other law now or hereafter applicable to the
corporation;





9.  To adopt,
apply for obtain, register, purchase, lease, take licenses with respect to and
otherwise acquire, maintain, protect, hold, own, use, operate, introduce,
exercise, exploit, develop, control, pledge, sell, assign, grant, grant licenses
and other rights with respect to and otherwise dispose of and generally deal in
and with any inventions, improvements, processes, copyrights, patents,
applications for patents, trademarks, formulae, licenses, trade-names, designs,
labels, picturizations, distinctive marks and similar rights of any and all
kinds, whether or not granted, registered or established by or under the laws of
the United States or of any state, country or place;





10.  For any
purpose, upon any terms and without limit (so far as may be permitted by its
certificate of incorporation, as amended), to borrow or raise money and to
issue, draw, make, accept, sell and dispose of bonds, debentures, notes, drafts,
warrants, certificates of indebtedness, certificates of interest and other
obligations and securities of the corporation, secured or unsecured and
howsoever evidenced, and as security therefor to mortgage, pledge, convey,
assign in trust or grant any charge or impose any lien upon all or any part of
the real or personal property, rights, interests or franchises of the
corporation, whether owned by it at the time or thereafter acquired, or to give
other security therefor;





11.  To pay
for any property, securities, right or interests acquired by or services
performed for the corporation in cash or other property, rights or interests
held by the corporation, or by issuing and delivering in exchange therefor its
own stock, bonds, debentures, notes, warrants for stock, certificates of
indebtedness or other obligations or securities howsoever
evidenced;





12.  In
connection with any sale, conveyance, issue or exchange, permitted by law, of
its own securities or of all, or any interest in or part of, the property,
rights, privileges and franchises of the corporation, including its good will,
to accept payment therefor in whole or in part in property consisting of or
including stock, bonds, debentures, notes, warrants for stock, certificates of
indebtedness or other obligations or securities, howsoever evidenced, of any
corporation, joint stock company, trust, firm or association;





4


13.  To carry
on all or any part of its business, objects or purposes as principal, factor,
agent, broker, dealer, commission merchant, selling agent, contractor or
otherwise, either alone or associated with any corporation, association,
partnership, firm, trustee, syndicate, individual, combination, organization or
entity whatsoever, located in or organized under the laws of any part of the
world;





14.  In
carrying on its business and for the purpose of furthering its objects and
purposes, to enter into and perform agreements and contracts of any nature with
any government, state, territory, district, municipality, political or
governmental division or subdivision, body politic, corporation, association,
partnership, firm, trustee, syndicate, individual, combination, organization or
entity whatsoever, located in or organized under the laws of any part of the
world;





15.  To
conduct its business in any and all branches thereof, so far as permitted by
law, in the State of New York and in any other part of the world, and to
maintain one or more offices and agencies wither within the State of New York or
in any other part of the world;





16.  To do any
or all things herein set forth to the same extent and as fully as natural
persons might or could do, and to do any and all other acts and things
necessary, appropriate or convenient for the furtherance of or
incidental  to the business, objects and purposes herein enumerated
and, for the exercise of the powers herein conferred, and to do all such acts
and things, either directly or through subsidiaries, agents, or
others;





17.  To do
each and every necessary, suitable, convenient or proper thing for the
accomplishment of any of the purposes and the attainment of any and all of the
objects hereinbefore enumerated or incidental to the powers herein named, or
which shall at any time appear conducive thereto or expedient for the protection
or benefit of the corporation, either as holder of or as interested in any
property or otherwise;





18.  The
foregoing clauses shall be construed as purposes, objects and powers, and the
matters expressed in each clause shall not be limited in any way, except as
otherwise expressly provided, by reference to or inference from the terms of any
other clause (or any other matter within the same clause), but shall be regarded
as independent purposes, objects and powers.  The enumeration of
specified purposes, objects and powers shall not be considered to exclude, limit
or restrict in any manner any power, right or privilege given to the corporation
by law, or to limit or restrict the meaning of the general terms of the general
powers of the corporation, not shall the expression of one thing be deemed to
exclude another, although it be of like nature, not expressed;





19.  Nothing
herein contained shall be construed as giving the corporation any rights, powers
or privileges not permitted to it by law, but the occurrence within any of the
foregoing clauses of any purpose, power or object prohibited by the laws of the
State of New York or of any other State, or any territory, dependency or foreign
country, in which the corporation may carry on business, shall not invalidate
any other purpose, power or object not so prohibited, by reason of its
contiguity or apparent association therewith.


5




Third:  A.  The
amount of capital stock of this Corporation is Thirteen Million Five Hundred
Thousand Dollars ($13,500,000.00) consisting of Three Hundred Ninety Five
Thousand Five Hundred Thirty Five (395,535) shares of Preferred Stock, with a
par value of $25.00 each, and Ten Million (10,000,000) shares of Class A Common
Stock, with a par value of $.80 each, and Two Hundred Thousand (200,000) shares
of Class B Common Stock, with a par value of $.80 each.




The
designations, preferences, privileges and voting powers and the restrictions or
qualifications thereof are as follows:




B.  Subject
to the provisions of Section 11 of the Stock Corporation Law, the Preferred
Stock may be issued in one or more series.  Except in so far as the
designations, preferences, privileges and voting powers and restrictions or
qualifications thereof of the shares and series of shares of each class or any
series of shares shall in this certificate be otherwise provided for, the Board
of Directors is authorized, in the manner provided by law, to fix from time to
time, before the issuance of any one or more series of shares of Preferred Stock
(other than the initial series, the provisions for which are stated in this
certificate), the designations, preferences and privileges, and the restrictions
or qualifications thereof, including, without limiting the generality thereof,
lawful provisions relating to the distinctive serial designations
thereof:  the rate or rates of dividends thereon, not exceeding 6% per
annum; the  times of payment of and the dates from which dividends
shall be cumulative; the price or prices at which the same may be redeemed, not
exceeding $27.50 per share and accrued dividends thereon; the amount or amounts
which shall be paid to the holders thereof in case of voluntary or involuntary
dissolution, liquidation or winding up, not exceeding $27.50 per share, if the
same be voluntary, and not exceeding $25 per share, if involuntary, in either
case plus accrued dividends thereon; the amount and terms of any sinking,
redemption, or purchase fund, if any, for the purchase or redemption thereof,
and the terms, conditions, and provisions, if any, respecting the conversion of
shares of Preferred Stock of any one or more series into Common
Stock




All
shares of Preferred Stock shall be of equal rank, and all shares of each series
shall be identical in all respects except as to the dates from which dividends
thereon shall be cumulative.




Each
share of Preferred Stock shall rank on a parity with each share of Preferred
Stock, regardless of series, with respect to preferential dividends at the
respective rates fixed for such series, and when the stated dividends are not
paid in full the shares of all series of Preferred Stock shall share ratably in
the payment of dividends including accumulations, if any, in accordance with the
sums which would be payable on said shares if all dividends were declared and
paid in full.




C.
            As
      used in this certificate




(1)  The term
“Preferred Stock” shall mean the Preferred Stock of the par value of $25 each,
authorized by this certificate.




(2)  The term
“Certificate of Designation” shall mean the certificate filed as required by law
with respect to any series of Preferred Stock (other than the initial series
thereof) setting forth, with respect to such series, the designations,
preferences and privileges and the restrictions of qualifications
thereof.


6




(3)  The term
“Preferred Stock – Initial Series” shall mean the series of Preferred Stock
hereinbelow designated as the “5% Cumulative Preferred Stock.”




(4)  The term
“junior stock” shall mean stock (as the same may exist from time to time) not
entitled to receive cash dividends until all dividends have been paid on or
declared and set apart for the Preferred Stock and/or not entitled to receive
any assets upon liquidation, dissolution or winding up until the entire amount
to which the holders of Preferred Stock shall be entitled upon liquidation,
dissolution or winding up shall be paid or deposited in trust for such
payment.




(5)  The term
“accrued dividends” shall mean an amount with respect to each share of Preferred
Stock, computed at the annual dividend rate for such share from the date when
dividends became cumulative on such share to the date to which dividends are
stated to be accrued, less the aggregate of all dividends theretofore paid
thereon.




D.1. Upon
any liquidation, dissolution or winding up of the Corporation, the holders of
the Preferred Stock of each series shall be entitled, before any distribution or
payment is made or set apart for any junior stock, to receive (a) in the case of
Preferred Stock – Initial Series, the sum hereinbelow provided in such event and
(b) in the case of any other series of Preferred Stock, the sum provided in such
event in the Certificate of Designation with respect to such other series,
subject to the limitation provided for in Section B hereof; and the holders of
the Preferred Stock shall not be entitled  to any further payment
after making of such payments in full to each holder of Preferred Stock, or
after an amount sufficient to make such payments in full (or the portion of such
amount not already paid out for such purpose) has been deposited in trust for
the purpose in any bank or trust company in the City of New York, N.Y., having a
capital and surplus of not less than $5,000,000.00




2.  The
remaining assets and funds of the Corporation shall be distributed among the
holders of any junior stock according to their respective priorities, if any,
and according to their respective shares.




3.  If
upon any liquidation, dissolution or winding up of the Corporation the amounts
payable to the holders of the Preferred Stock of all series, as provided herein
and in any Certificate of Designation hereafter filed, are not paid in full, the
holders of the Preferred Stock of all series shall share ratably in any
distribution of assets in such liquidation, dissolution or winding up, in
accordance with the sums which would be payable on such distribution if all sums
so payable were paid in full.




4.  A
consolidation or merger of the Corporation with or into another corporation or
corporations or the consolidation or merger of another corporation or
corporations into the Corporation, or the sale, lease, conveyance of exchange,
whether for cash, shares of stock, securities or property, of all or
substantially all of the assets of the Corporation, shall not be deemed or
construed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of the provisions hereof.


7




E.1. The
Preferred Stock of any one or more series may be redeemed in whole or from time
to time, in part, at the option of the Board of Directors or by the operation of
any sinking fund or redemption or purchase fund, if any, provided for the
Preferred Stock or any series thereof (a) in the case of Preferred Stock –
Initial Series, at the redemption prices hereinbelow fixed for such series, or
(b) in the case of any other series, at the redemption price or prices fixed for
such series in the Certificate of Designation with respect to such series
subject to the limitation provided for in Section B hereof.  If less
than all of the shares of Preferred Stock, or less than all of the shares
constituting any series thereof, are to redeemed, the shares to be redeemed
shall be selected by lot or as nearly as practicable pro rata without obligation
to redeem any fraction of the shares in such manner as the Board of Directors
may determine to be fair and proper.  In case less than all the shares
represented by any certificate for Preferred Stock are redeemed, upon surrender
thereof a new certificate shall be issued representing the unredeemed
shares.




2.  Notice
of the intention of the Corporation to redeem shares of Preferred Stock and of
the date and place of redemption shall be mailed, not less than 30 days before
the date fixed for redemption, to each holder of record of the shares to be
redeemed at his address as the same shall appear upon the books of the
Corporation.  If any of the shares to be redeemed are convertible into
Common Stock, said notice shall also include a statement to the effect that the
right of each holder of said shares to convert the same, according to their
terms, will terminate by reason of such proposed redemption and shall specify
the date of such termination.




3.  Not
later than the date of redemption specified in such notice, the Corporation may
deposit with any bank or trust company in the City of New York, N.Y., named in
such notice, having a capital and surplus of not less than $5,000,000.00, the
aggregate redemption price of the shares called for redemption and not
theretofore duly surrendered for conversion in accordance with the conversion
rights, if any, thereof, for payment at or before the date fixed for redemption
of the redemption price for the shares called for redemption.




4.  If
the aforesaid notice shall have been duly mailed, or if irrevocable authority
for the mailing thereof shall have been given, and if on or before the
redemption date specified in such notice the funds necessary for such redemption
shall have been deposited as aforesaid so as to be and continue to be available
for the purpose of such redemption then, notwithstanding that any certificate
for such Preferred Stock so called for redemption shall not have been
surrendered, dividends thereon shall cease to accrue from and after the date of
redemption so specified, and on and after the date of such deposit, the holders
of the shares of Preferred Stock so called for redemption shall cease to be
stockholders with respect to such shares and such holders shall have no interest
or claim against the Corporation with respect to such shares, but shall be
entitled only (a) to receive payment of the redemption price, and no more, upon
surrender of their certificates, or (b) in the case of shares convertible into
Common Stock, to convert their shares into Common Stock of the Corporation at
any time on or before the date fixed for the termination of such conversion
right.




Any funds
deposited for the purpose of redemption and not required for such purpose as a
result of the conversion of any Preferred Stock prior to redemption shall
subsequent to the redemption date be forthwith repaid to the
Corporation.


8









5.  The Corporation shall be
entitled to receive from any such bank or trust company the interest, if any,
allowed by such bank or trust company on any money deposited as in the preceding
paragraph provided, and the holders of any shares so redeemed shall have no
claim to any such interest.  All moneys so deposited and remaining
unpaid at the end of six years from the date fixed for redemption shall, if
thereafter requested by resolution of the Board of Directors, be repaid to the
Corporation and, in the event of such repayment to the Corporation, each holder
of record of any shares so redeemed who shall not have made claim against such
moneys prior to such repayment to the Corporation shall look only to the
Corporation for the payment thereof, but shall in no event be entitled to any
interest.




F.1.  At
each election of Directors by stockholders, the holders of the Preferred Stock
voting separately as a class, shall have the right to elect two members of the
Board of Directors of the Corporation and the holders of the Common Stock,
voting separately as a class, shall be solely entitled to elect the remaining
Directors.




2.  Any
directors so elected by the holders of the Preferred Stock shall continue to
serve as such directors for the full term for which they shall have been elected
and if, prior to the end of said term, a vacancy in the office of any such
director shall occur by reason of death, resignation, removal, or disability or
for any other cause, such vacancy shall be filled until the next succeeding
annual meeting of stockholders for the election of directors in the manner
provided in the by-laws of the Corporation.




3.  As
long as any Preferred Stock is outstanding, the Corporation shall not, without
the consent of the holders of at least two-thirds in number of shares of the
outstanding Preferred Stock, irrespective of series except as otherwise in this
subparagraph 3 provided, given in person or by proxy at a meeting of
stockholders called for that purpose, or given in writing:




(a)
Amend or repeal any provision of, or add any provision to, the Certificate of
Incorporation of the Corporation, if such action would alter or change the
designations, preferences, privileges or powers of the Preferred Stock so as to
affect such Preferred Stock adversely; provided, however, that if any action
described in this cause (a) would affect adversely Preferred Stock of less than
all series then outstanding, such action shall require the consent of the
holders of at least two-thirds in number of shares of outstanding Preferred
Stock of such series only as may be so affected, acting as a class, given as
aforesaid; or




(b)  Authorize
or create, or increase the authorized amount of any other class of stock having
preferential rights as to dividends, or upon liquidation, dissolution or winding
up of the Corporation, which are prior to those of the Preferred
Stock.




As
long as any shares of Preferred Stock are outstanding, the Corporation shall not
, without the consent of the holders of a majority in number of shares of the
outstanding Preferred Stock, given in person or by proxy at a meeting of
stockholders called for that purpose, or given in writing, increase the
authorized amount of Preferred Stock or create any other capital stock having
preferential rights  as to dividends, or upon liquidation, dissolution
or winding up of the Corporation which are on a parity with those of the
Preferred Stock.


9




The
Provisions of this subparagraph 3 shall not be applicable, except as otherwise
required by law, if the issuance of such other prior or parity stock above
referred to is expressly conditioned upon the prior or contemporaneous
redemption or requisition by the Corporation of all shares of Preferred Stock
then outstanding, irrespective of series.




4.  Except
(i) as hereinabove provided and (ii) except as otherwise expressly provided by
statute, the holders of the Preferred Stock shall not be entitled to vote and
all rights to vote and all voting power shall be vested solely in the Common
Stock, each holder of such stock being entitled at every meeting of stockholders
to one vote for each share of such stock standing in his name on the books of
the Corporation, subject to cumulative voting for Directors as hereinbelow
provided, and this provision shall prevail in all elections and in all
proceedings over the provisions of any statute which authorizes any action by
vote or consent of the holders of all or any class of the shares or a specific
proportion of all or any class of shares of the Corporation, and the holders of
the Preferred Stock, except as otherwise provided in any Certificate of
Designation hereafter filed with respect to any series or Preferred Stock, are
specifically excluded from the right to vote in any proceeding (i) for
mortgaging the property and franchises of the Corporation pursuant to Section 16
of the New York Stock Corporation Law; (ii) for authorizing any guaranty
pursuant to Section 19 of said laws; (iii) for the sale of the franchises and
property of the Corporation pursuant to Section 20 of said law; (iv) for
consolidation pursuant to Section 16 of Section 91 of said law; (v) for
voluntary dissolution pursuant to Section 105 of said law; or (vi) for change of
name pursuant to the New York General Corporation Law or pursuant to Section 35
of the New York Stock Corporation Law.




5.  At all
elections of directors of the Corporation, (i) each stockholder entitled to vote
at such election shall be entitled to one vote per share and stockholders shall
not be entitled to cumulate their votes in the election of directors of the
Corporation, and (ii) at all such elections the presence in person or by proxy
of the holders of record of stock of the Corporation entitled to cast one-third
of the votes which the holders of all outstanding stock in the aggregate are
entitled to cast for the election of directors shall be necessary to constitute
a quorum.




6.  Whenever
the holders of Preferred Stock, or any series thereof, shall have the right to
vote, each holder of such Preferred Stock, or such series thereof, as the case
may be, shall be entitled to one vote for each share of such stock standing in
his name on the books of the Corporation subject to cumulative voting for
Directors as hereinabove provided.




G.1.
Notwithstanding the provisions of subdivision (8) of Paragraph 11, and Paragraph
12 of the “Certificate of (a) Authorization of New Shares of Stock, (b) Change
of Previously Authorized Shares, (c) Classification and Reclassification of said
Shares, (d) Change of Statements Respecting Capital and (e) Reduction of
Capital” of the Corporation, filed pursuant o Section 36 of the New York Stock
Corporation Law in the Department of State of New York on March 31, 1948, no
holder of any shares of Preferred Stock shall be entitled as of right to
purchase or subscribe for any issued or unissued stock of any class or any
additional shares of any class to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or any stock, bonds,
certificates of indebtedness, debentures or other securities convertible into
stock of the Corporation or carrying any right to purchase stock of any
class.


10




2.  In
lieu of any pre-emptive rights existing at law and by virtue of any provision
affecting any such rights contained in the Certificate of Incorporation of the
Corporation, the holders of Common Stock shall be entitled to pre-emptive rights
to subscribe for and purchase any new issue or issues of securities of the
Corporation which shall have voting rights or which shall be convertible into or
have an option to purchase securities having such rights.  However,
shares or other securities shall not be subject to the aforesaid pre-emptive
rights if they (a) are issued or optioned by the Board of Directors to effect a
merger or consolidation or for consideration other than cash; (b) are issued to
satisfy conversion or option rights theretofore granted by the Corporation; (c)
are issued pursuant to a plan of reorganization approved under and in accordance
with the provisions of the act of Congress of July first, eighteen hundred and
ninety-eight, entitled “An act to establish a uniform system of bankruptcy
through out the United States”, and acts emendatory thereof.




The above mentioned pre-emptive rights
herein granted to the holders of the Common Stock may be waived with respect to
any specific proposal or proposals for the sale or issue of securities or
options for securities set forth in the notice of any annual or special meeting
of Common Stockholders of the Corporation, if at such meeting said waiver shall
be approved by three-fourths of the votes cast by Common Stockholders present in
person or by proxy at said meeting.  Any waiver so approved shall be
binding upon all Common Stockholders.  Any such waiver so approved by
the Common Stockholders of the Corporation shall apply only, and be limited to,
the specific proposal or proposals of which notice shall have been given for
consideration thereof by the Common Stockholders at such meeting; provided,
however, that said pre-emptive rights may be waived from time to time with
respect to any subsequent proposal or proposals upon notice similarly given and
similarly approved by the Common Stockholders.  Any notice of such
annual or special meeting of the Common Stockholders of the Corporation at which
the aforesaid waiver or waivers shall be voted upon, shall contain adequate
information so as to enable the Common Stockholders to vote upon any such
proposal.  In the event that any such waiver shall have been approved
by a three-fourths vote of said Common Stockholders as above set forth, no
Common Stockholder or Common Stockholders who shall have failed to vote or shall
have voted against such waiver shall be entitled to any right of appraisal or
payment for his stock.




To the
extent permitted by law, the above provisions relative to pre-emptive rights of
Common Stockholders constitute and are intended to be a full and complete
statement of their pre-emptive rights and of any limitations and exceptions
thereto.




H.1.  The
Corporation shall not be required upon any conversion of any convertible
Preferred Stock to issue certificates representing any fraction or fractions of
a share of Common Stock, but may issue in lieu thereof one or more non-dividend
bearing and non-voting scrip certificates, in the denomination of one
one-hundredths of a share or multiples thereof, in such form or forms as shall
be approved by the Board of Directors, each representing a fractional right to
receive a certificate representing one share of Common Stock when presented with
other like scrip certificates representing other fractional rights in the
aggregate equaling the right to at least one share of Common Stock
..  Such scrip certificates may contain such terms and conditions as
shall be fixed by the Board of Directors and may become void and of no effect
after a reasonable period (but in no event less than two years after the
issuance thereof) to be determined by the Board of Directors and specified in
such scrip certificates.


11




2.  If
and so long as any shares of Preferred Stock of the Corporation which are
convertible into Common Stock remain outstanding, there shall be reserved
unissued out of the authorized but unissued Common Stock of the Corporation a
number of shares of Common Stock sufficient to provide for the conversion of the
shares of such convertible Preferred Stock outstanding.




3.  Shares
of convertible Preferred Stock of any Series which have been converted shall
forthwith revert to the status of unissued shares and shall not be
reissued




I.  While
any dividends on the Preferred Stock of any series are in arrears, the
Corporation shall not purchase any shares if its Preferred Stock, except (a) by
redemption; (b) through the operation of any sinking fund or purchase fund
provided for herein or in any Certificate of Designation hereafter filed; or (c)
in accordance with an offer to purchase or call for tenders made to all holders
of Preferred Stock, upon the same terms for the shares of any one series, and if
shares of more than one series are outstanding, then upon terms which in the
judgment of the Board of Directors are equitable as between the respective
series.




Subject
to the forgoing provisions of this Section I and subject to the provisions of
subparagraph 6 of Section J, the Corporation shall have the power at any time
and from time to time and at either public of private sale, out of any assets of
the Corporation legally available therefor, to purchase the whole or any part of
the Preferred Stock then outstanding upon the best terms then reasonably
obtainable, but in no event at a price in respect of any shares of said stock
purchased which shall be higher than the redemption price thereof.




J.1. The
initial series of Preferred Stock shall consist of 91,212 shares of Preferred
Stock, which shares are hereby designated as “5% Cumulative Preferred
Stock.”  Said shares of 5% Cumulative Preferred Stock are herein
referred to as “Preferred Stock – Initial Series.”




2.  The
holders of Preferred Stock – Initial Series shall be entitled, in preference to
the holders of any junior stock, to receive, as and when declared by the Board
of Directors, but only out of funds legally available for the payment of
dividends, cash dividends at the rate of $1.25 per share per annum, and no more,
payable quarterly on the last days of March, June, September and December in
each year (such quarterly periods being herein referred to as “dividend
periods”).  Such dividends on each share of Preferred Stock – Initial
Series shall be cumulative from April 1, 1951.  In no event shall the
Corporation be required to pay a fraction of a cent to any
stockholder.




3.  So
long as any Preferred Stock – Initial Series shall remain outstanding, no
dividends shall be declared or paid upon, nor shall any distribution be ordered
or made to any class of junior stock, nor shall any shares of any junior stock
be purchased or redeemed by the Corporation, unless (A) all dividends on the
Preferred Stock – Initial Series for all past dividend periods shall have been
paid and the full dividend for the then current dividend period shall have been
paid or declared and a sum sufficient for the payment thereof set apart; and (B)
all amounts required to be set aside for the Preferred Stock – Initial Series
sinking fund, hereinafter described, have been so set aside.


12




Subject
to the foregoing provisions and subject to the preferential dividend rights as
provided in any Certificate of Designation hereafter filed with respect to any
series of Preferred Stock, and not otherwise, such dividends (payable either in
cash, stock or otherwise) as may be determined by the Board of Directors , may
be declared and paid on any junior stock from time to time out of funds of the
Corporation legally available for the payment of dividends, and the Preferred
Stock – Initial Series shall not be entitled to participate in any such
dividends whether payable in cash, stock or otherwise.




For the
purposes of this subparagraph 3, neither (i) a purchase, redemption or other
acquisition of junior stock by the Corporation which is made substantially
simultaneously with the issuance of other junior stock and by the application of
a sum not greater than the net proceeds received from such issuance of other
junior stock, nor (ii) an acquisition of junior stock through the issuance of
other junior stock therefor, shall be deemed a purchase of junior stock by the
Corporation.




4.  Upon
any liquidation, dissolution or winding up of the Corporation, the holders of
the Preferred Stock – Initial Series shall be entitled to be paid the sum of
$25.00 for each such share of Preferred Stock – Initial Series, plus an amount
equivalent to all unpaid accrued dividends thereon, accrued to the date of such
payment; provided, however, that if such liquidation, dissolution or winding up
be voluntary, the amount to which the holders of the Preferred
Stock  Initial Series shall be entitled shall be the amount to which
such holders would then have been entitled had such Preferred Stock – Initial
Series been redeemed on the date of such payment.




5.  The
redemption price of the Preferred Stock – Initial Series shall be $25.00 for
each share redeemed if redeemed on or before April 1, 1953, or $27.50 if
redeemed thereafter, plus in each case unpaid accrued dividends thereon to the
date of redemption.




6.  (a)
On or before April 30th, in
each calendar year, commencing with the year 1952, so long as any Preferred
Stock – Initial Series shall remain outstanding, the Corporation shall, as and
for a sinking fund for the purchase or redemption of Preferred Stock – Initial
Series (hereinafter called the sinking fund), set aside on its books an amount
equal to ten percent (10%) of the consolidated net earnings, as hereinafter
defined, of the Corporation and its wholly-owned subsidiaries for such preceding
calendar year.  For the purpose of the sinking fund, the net earnings
for any calendar year shall be determined in accordance with generally accepted
accounting practice.  There shall be deducted for this purpose from
the gross earnings and other income credits for such calendar year, an amount
equal to all proper expenses and charges to earnings or income for such calendar
year, including, but without limitation, provision for income and other taxes,
depreciation, obsolescence, interest charges, fixed amortization payments
required to be made on any debt with maturity or maturities in excess of one
year (excluding amortization payments on debt secured by mortgages upon real
estate owned) and the dividend requirements for such calendar year on the
Preferred Stock – Initial Series and the Preferred Stock of all other series and
any other stock other than junior stock.  Gains or losses from the
sale, abandonment or other disposition of capital assets shall not be included
in computing net earnings for this purpose.


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(b)  The
Corporation may, in lieu of setting aside the amount required to be set aside
for any sinking fund installment or any part thereof apply to such sinking fund
installment shares of Preferred Stock – Initial Series theretofore acquired by
it by purchase or redemption otherwise than through the operation of the sinking
fund (and not theretofore credited against any sinking fund installment) and the
Corporation shall be entitled to treat any shares so applied to a sinking fund
installment at the par value thereof.  Any amount set aside for the
sinking fund shall, to the extent legally available for the purpose, be applied
as promptly as practicable in the judgment of the Board of Directors to the
purchase of Preferred Stock – Initial Series in the open market or at public or
private sale, with or without advertisement, or through invitation to holders of
Preferred Stock – Initial Series to tender the same, at such price or priced as
may be determined by the Board of Directors but not exceeding the redemption
price thereof.  If and to the extent that said amount is not so
applied within six months (or such earlier time as the Board of Directors may
determine) after the date on which it shall have been so set aside, it shall
forthwith be applied to redeem such number of shares of Preferred Stock –
Initial Series as shall substantially exhaust the amounts then in the sinking
fund (provided, however, that if such amounts do not exceed $5,000 the
Corporation may, but shall not be required to, make such redemption) at the
redemption price set forth in subparagraph 5 of this Section J.  Any
balance remaining in the sinking fund after such redemption and any balance
remaining because of the conversion of Preferred Stock – Initial Series called
for redemption, shall be retained in the sinking fund and shall be used for the
purchase or redemption of Preferred Stock – Initial Series as above provided;
but shall not reduce the Corporation’s obligation with respect to any future
additions to the sinking fund.   If at any time there shall no
longer be any shares of Preferred Stock – Initial Series outstanding, any
balance remaining in the sinking fund shall revert to the general funds of the
Corporation.




(c)  While
any dividends on the Preferred Stock of any series are in arrears, the
Corporation shall not be required to set aside any installments for the sinking
fund; provided, however, that any sum or sums which would be required to be so
set aside but for the existence of such dividend arrears, shall be cumulative
and shall be set aside, as and when ordered by the Board of Directors, after
such dividend arrearages shall have been paid or declared and set apart for
payment.  Until all cumulative sinking fund installments shall have
been set aside as above provided, no dividends shall be declared or paid upon,
nor shall any distribution be ordered or made to, any class of junior stock nor
shall any shares of junior stock be purchased or redeemed by the
Corporation.  While the Corporation is in arrears in setting aside any
sinking fund installment, the Corporation shall not purchase shares of its
Preferred Stock – Initial Series except (a) through the operation of the sinking
fund or (b) by redemption or (c) in accordance with an offer to purchase or call
for tenders made to all holders of Preferred Stock – Initial Series upon the
same terms.




(d)  Shares
of Preferred Stock – Initial Series purchased or redeemed through the operation
of the sinking fund or credited thereto, shall be retired and not
re-issued.  Failure to set aside the amounts provided for in this
subparagraph 6 shall have no consequence other than as set forth above under
subparagraph 3 of this Section J.


14




7.  (a)  On
or before April 1, 1961, the Preferred Stock – Initial Series shall, at the
option of the respective holders thereof, be convertible at any time or times
(but in the case of any share called for redemption, not after the tenth day
prior to the date fixed for such redemption, unless default shall be made in the
payment of the redemption price) into full paid and non-asssessable shares of
Common Stock, at the rate of one share of Preferred Stock – Initial Series for
three shares of Common Stock, if surrendered for conversion on or before April
1, 1954; or for 2 1⁄2 shares of Common Stock, if surrendered for conversion
thereafter and on or before April 1, 1958; or for two shares of Common Stock, if
surrendered for conversion thereafter and on or before April 1, 1961, at which
time the right to convert shares of Preferred Stock – Initial Series shall
expire and terminate; upon surrender to the transfer agent for the Preferred
Stock – Initial Series of the certificates of the Preferred Stock – Initial
Series so to be converted, which if the Corporation shall so require, shall be
properly endorsed; and, thereupon, the Corporation shall cause to be issued to
such holders in exchange therefor, certificates for the number of shares of
Common Stock issuable upon such conversion as herein provided.  No
adjustment shall be made with respect to dividends upon Preferred Stock –
Initial Series or the Common Stock in connection with any
conversion.




(b)  Anything
herein contained to the contrary notwithstanding, if, at any time, the
Corporation shall issue any Common Stock, either as a stock dividend or in
subdivision of any previously outstanding shares of Common Stock, the number of
shares of Common Stock, thereafter issuable upon the surrender of any Preferred
Stock – Initial Series for conversion as herein provided, shall be increased in
the same proportion as the number of shares of Common Stock which were
outstanding immediately prior to such issue of Common Stock as a stock dividend
or in subdivision of previously outstanding shares (as the case may be), was
increased by such issue; and, in like manner, in case of any combination of
outstanding Common Stock, by reclassification or otherwise, into a smaller
number of outstanding shares than would otherwise be outstanding but for such
combination, the number of shares of Common Stock thereafter issuable upon the
surrender of any Preferred Stock – Initial Series for conversion, as herein
provided, shall be reduced in the same proportion as the number of shares of
Common Stock which were outstanding immediately prior to such combination of
shares was reduced by such combination.




(c)  The
number of shares of Common Stock issuable upon conversion of Preferred Stock –
Initial Series from time to time, shall not be adjusted unless and until by
reason of the happening of one or more of the events hereinabove specified such
number shall be changed by five one-hundredths of a share or more; but in the
event that such change shall not amount to five one-hundredths of a share or
more, any adjustment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with any
subsequent adjustment which, together with any adjustment or adjustments carried
forward, shall amount to five one-hundredths of a share or more.  All
adjustments hereunder shall be made in multiples of one-hundredths of a whole
share of Common Stock.




(d) In
case of the happening of any one or more of the events hereinabove specified
requiring an adjustment of the number of shares of Common Stock issuable upon
conversion of any share of Preferred Stock – Initial Series, a statement signed
by the President or Vice President and by the Treasurer or an Assistant
Treasurer of the Corporation shall be filed by the Corporation with its transfer
agent or agents of the Preferred Stock – Initial Series, showing in detail the
facts giving rise to such adjustment and the number of shares of Common Stock
thereafter issuable upon conversion of each share of Preferred Stock – Initial
Series.


15




(e)  In
case of any capital reorganization or any reclassification of the shares of
Common Stock of the Corporation, or in case of a consolidation or merger of the
Corporation into another corporation, or in case of any sale, lease or
conveyance to another corporation of all or substantially all of the assets of
the Corporation as an entirety, then as part of such reorganization,
reclassification, consolidation, merger, sale, lease or conveyance, as the case
may be, lawful provision shall be made for the remaining period of duration of
the conversion rights of the Preferred Stock – Initial Series then outstanding
so that the holders thereof shall have the right to convert each such share into
the kind and amount of shares of stock or other securities or property to which
a holder of the largest number of shares of Common Stock of the Corporation into
which such share of Preferred Stock – Initial Series might have been converted
if such share had been surrendered for conversion immediately prior to such
reorganization, reclassification, consolidation, merger, sale, lease, or
conveyance is entitled upon such reorganization, reclassification,
consolidation, merger, sale, lease  or conveyance.  The
rights of such holders with respect to the adjustment of the number of shares of
Common Stock issuable upon conversion shall be appropriately continued and
preserved, so as to afford as nearly as possible protection of the conversion
privilege comparable to that provided herein.  The above provisions of
this subparagraph shall similarly apply to successive capital reorganizations or
reclassifications of the Corporation and to successive reorganizations of
reclassification, consolidations, mergers, sales, leases or conveyances of or by
any such successor or purchasing corporation or corporations.  Such
capital reorganization, reclassification, consolidation, merger, sale, lease or
conveyance shall not be deemed a liquidation, dissolution or winding up of the
Corporation within the meaning of the next succeeding subparagraph
hereof.




(f)  In
case of any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary, all conversion rights of any holders of shares of
Preferred Stock – Initial Series shall terminate on a date to be fixed by the
Board of Directors of the Corporation, such date so fixed to be not later than
10 days or earlier than 30 days prior to the date such liquidation, dissolution
or winding up is to become effective.


16




(g)  In
case (i) the Corporation shall pay any dividend upon its shares of Common Stock
(other than in cash), or make any other distribution to the holders of its
shares of Common Stock, or (ii) the Corporation shall offer for subscription to
the holders of its shares of Common Stock any additional shares of stock of any
class of the Corporation or grant to such holders any other rights or options,
or (iii) of any capital reorganization or reclassification of shares of Common
Stock of the Corporation, consolidation or merger of the Corporation with or
into any corporation, or the sale, lease or conveyance to another corporation of
all or substantially all of the property of the Corporation as an entirety, then
the Corporation shall give at least 20 days prior notice thereof to each holder
of record of shares of Preferred Stock – Initial Series, provided, however, that
such notice shall not be required in the case of any consolidation or merger if
the resultant corporation shall be the Corporation and shall involve no change
in the capital structure of the Corporation nor any issuance of stock, cash or
property to the stockholders of the Corporation.  In the case of the
liquidation, dissolution or winding up of the Corporation, notice thereof shall
be given at least 30 days prior to the date fixed by the Board of Directors for
the termination of the conversion rights of the Preferred Stock – Initial
Series, as above provided.  Such notice shall state the date (x) on
which a record shall be taken for such dividend, distribution, subscription or
grant, or if no such record be taken, the date on which such dividend is to be
paid, distribution is to be made or subscription rights or grants are to become
exercisable, or (y) on which such capital reorganization, reclassification,
consolidation, merger, sale, lease, or conveyance is proposed to be effected, or
(z) on which all conversion rights of the holders of shares of Preferred Stock –
Initial Series shall terminate prior to liquidation, dissolution or winding up
of the Corporation, as hereinabove provided, and the date on which such
liquidation, dissolution or winding up shall take place, as the case may
be.




Fourth:  The
office of the Corporation is to be located in the County of New York in the City
of New York, State of New York.  CT Corporation System is hereby
designated as agent upon whom process in any action or proceeding against the
Corporation may be served within the State of New York.  The address
to which the Secretary of State shall mail a copy of any process against the
Corporation which may be served upon him pursuant to law is:




CT
Corporation System


277 Park
Avenue


New York,
NY  10017




Fifth:  The
number of directors previously authorized is nine and the number hereafter shall
be not less than five nor more than eleven.  The number of directors
to be chosen within such limits shall be determined as prescribed by the By-Laws
of the corporation.




Sixth:  No
director need be a stockholder.




Seventh:  The
Corporation shall make and submit to its stockholders, at least once annually, a
report which shall include a profit and loss statement and a balance sheet
prepared in accordance with sound business and accounting
policies.


17




Eighth:  In
case the Corporation enters into contracts or transacts business with one or
more of its directors, or with any firm or association of which one or more of
its directors are members or employees, or with any other corporation or
association of which one ore more of its directors are stockholders, directors,
officers or employees, such contracts or transactions shall not be invalidated
or in anywise affected by the fact that such director or directors have or may
have interests therein, provided, however, that in any such case the fact of
such interest shall be disclosed or known to the other directors or stockholders
acting upon or in reference to such contract or transaction.  The
provisions of this paragraph shall not be construed to invalidate or in any way
affect any contract or other transaction which otherwise would be valid under
the common or statutory law applicable thereto.




Ninth:  The
names and post office addresses of the person who are to be the directors of the
corporation until the first annual meeting of its stockholders are as
follows:




Name                                                      Post
Office Address




Samuel S.
Childs                                                      200
Fifth Ave., New York, N.Y.


William
Childs                                           200
Fifth Ave., New York, N.Y.


Charles
L.
Roberts                                                      Basking
Ridge, New Jersey


Lewis A.
Thompson                                                      Somerville,
New Jersey


O. H.
McMurtrie                                                      Belvedere,
New Jersey


S.
Tydeman                                                      32
Broadway, New York, N.Y., Room 1308


Mathew
Dean                                                      1180
Dean Street, Brooklyn, N.Y.


S.
Willard
Smith                                                      200
Fifth Ave., New York, N.Y.


Luther
Childs                                                      Basking
Ridge, New Jersey





Tenth:  Unless
or until new by-laws shall be adopted by the new corporation or until amended as
therein provided, the by-laws of said Childs Service, Incorporated, shall be the
by-laws of the new corporation, except that unless and until a new seal shall be
adopted the corporate seal of said constituent Childs Company shall be the
corporate seal of the new corporation.





Eleventh:  Until
officers of the new corporation shall be elected as provided by the by-laws, the
officers of said constituent Childs Company shall continue to discharge for the
new corporation the duties of their respective offices.





Twelfth:  The
duration of the Corporation shall be perpetual.





18


IN
WITNESS WHEREOF, this certificate of consolidation is subscribed and
acknowledged by the Presidents and Secretaries of said constituent corporations
and the affidavits of said Presidents and Secretaries are annexed hereto as
required by Law, this 5th day of
December 1923











Samuel S. Childs


President of Childs
Company








Charles L. Roberts


Secretary of Childs
Company








Thomas R. Hart, Jr.


President of Childs Service,
Incorporated








Alexander T. Douglas


Secretary of Childs Service,
Incorporated








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