**Exhibit 4.1**

 

**AMENDED AND RESTATED BY-LAWSOFPOLYMER GROUP, INC.A Delaware Corporation**

 

**December 20,2004**

** **

# ARTICLE IOFFICES

#  

## Section 1.                                            RegisteredOffice.  The registered office of theCorporation in the State of Delaware shall be located at 2711 Centerville Road,Suite 400, Wilmington, Delaware, County of New Castle. The name of theCorporation’s registered agent at such address is The Prentice-Hall CorporationSystem, Inc. The registered office and/or registered agent of the Corporationmay be changed from time to time by action of the board of directors.

##  

## Section 2.                                            OtherOffices.  The Corporation may alsohave offices at such other places, both within and without the State ofDelaware, as the board of directors may from time to time determine or the businessof the Corporation may require.

##  

# ARTICLE IIMEETINGS OF STOCKHOLDERS

#  

## Section 1.                                            Placeand Time of Meetings.  An annualmeeting of the stockholders shall be held each year for the purpose of electingdirectors and conducting such other proper business as may come before themeeting. Unless otherwise directed by the board of directors, annual meetingsof stockholders shall be held in April or May beginning in 2005. At theannual meeting, stockholders shall elect directors and transact such otherbusiness as properly may be brought before the meeting pursuant to Article II,Section 11 hereof.

##  

## Section 2.                                            SpecialMeetings.  Special meetings ofstockholders may be called for any purpose and may be held at such time andplace, within or without the State of Delaware, as shall be stated in a noticeof meeting or in a duly executed waiver of notice thereof. Such meetings may becalled at any time by the chief executive officer, the board of directors, anytwo directors or stockholders of the Corporation holding at least 25% of theoutstanding shares of the Corporation’s common stock, in each case, by writtennotice to the secretary of the Corporation (or, if no secretary is then inoffice, an assistant secretary or the chairman of the board or chief executive officerof the Corporation).  The notice requiredby the foregoing sentence shall set forth the date (which shall not be lessthan twenty (20) nor more than sixty (60) days after the date of such notice),time and purpose or purposes of the meeting in reasonable detail.  Thereafter, the Corporation promptly shalltake all steps required by this Article II, the General Corporation Law ofthe State of Delaware, as amended, the Securities Exchange Act of 1934, asamended, the rules and regulations promulgated thereunder, and all otherapplicable laws, rules and regulations, to call a special meeting of thestockholders on the date and time and solely for the purpose or purposes setforth in such notice. The only matters that may be considered at any 

##  

## 

##  

## special meeting of the stockholders are the mattersspecified in the notice of the meeting delivered by the Corporation to thestockholders pursuant to Section 4 of this Article II.

##  

## Section 3.                                            Placeof Meetings.  The board of directorsmay designate any place, either within or without the State of Delaware, as theplace of meeting for any annual meeting or for any special meeting called bythe board of directors. If no designation is made, or if a special meeting beotherwise called, the place of meeting shall be the principal executive officeof the Corporation.

##  

## Section 4.                                            Notice.  Whenever stockholders are required orpermitted to take action at a meeting, written or printed notice stating theplace, date, time, and, in the case of special meetings, the purpose orpurposes, of such meeting, shall be given to each stockholder entitled to voteat such meeting not less than ten (10) nor more than sixty (60) days before thedate of the meeting. All such notices shall be delivered, either personally orby mail, by or at the direction of the board of directors, the chief executiveofficer or the secretary, and if mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, postage prepaid, addressedto the stockholder at his, her or its address as the same appears on therecords of the Corporation. Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attendsfor the express purpose of objecting at the beginning of the meeting to thetransaction of any business because the meeting is not lawfully called orconvened.

##  

## Section 5.                                            StockholdersList.  The officer having charge ofthe stock ledger of the Corporation shall make, at least 10 days before everymeeting of the stockholders, a complete list of the stockholders entitled tovote at such meeting arranged in alphabetical order, showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least 10 days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in thenotice of the meeting or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

##  

## Section 6.                                            Quorum.  The holders of a majority of the outstandingshares of capital stock entitled to vote, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders, except asotherwise provided by statute or by the certificate of incorporation. If aquorum is not present, the holders of a majority of the shares present inperson or represented by proxy at the meeting, and entitled to vote at themeeting, may adjourn the meeting to another time and/or place. When a specifieditem of business requires a vote by a class or series (if the Corporation shallthen have outstanding shares of more than one class or series) voting as aclass, the holders of a majority of the outstanding shares of such class orseries entitled to vote, present in person or represented by proxy, shallconstitute a quorum (as to such class or series) for the transaction of suchitem of business.

##  

## Section 7.                                            AdjournedMeetings.  When a meeting isadjourned to another time and place, notice need not be given of the adjournedmeeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting the 

##  

## 2

## 

##  

## Corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more thanthirty days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

##  

## Section 8.                                            VoteRequired.  When a quorum is present,the affirmative vote of the majority of shares present in person or representedby proxy at the meeting and entitled to vote on the subject matter shall be theact of the stockholders, unless (i) by express provisions of an applicable lawor of the certificate of incorporation a different vote is required, in whichcase such express provision shall govern and control the decision of suchquestion, or (ii) the subject matter is the election of directors, in whichcase Section 2 of Article III hereof shall govern and control theapproval of such subject matter.

##  

## Section 9.                                            VotingRights.  Except as otherwise providedby the General Corporation Law of the State of Delaware or by the certificateof incorporation of the Corporation or any amendments thereto and subject to Section 3of Article VI hereof, every stockholder shall at every meeting of thestockholders be entitled to one vote inperson or by proxy for each share of common stock held by such stockholder.

##  

## Section 10.                                      Proxies.  Each stockholder entitled to vote at ameeting of stockholders may authorize another person or persons to act for himor her by proxy, but no such proxy shall be voted or acted upon after threeyears from its date, unless the proxy provides for a longer period. A dulyexecuted proxy shall be irrevocable if it states that it is irrevocable and if,and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A proxy may be made irrevocable regardless ofwhether the interest with which it is coupled is an interest in the stockitself or an interest in the Corporation generally. Any proxy is suspended whenthe person executing the proxy is present at a meeting of stockholders andelects to vote, except that when such proxy is coupled with an interest and thefact of the interest appears on the face of the proxy, the agent named in theproxy shall have all voting and other rights referred to in the proxy,notwithstanding the presence of the person executing the proxy. At each meetingof the stockholders, and before any voting commences, all proxies filed at orbefore the meeting shall be submitted to and examined by the secretary or aperson designated by the secretary, and no shares may be represented or votedunder a proxy that has been found to be invalid or irregular.

##  

## Section 11.                                      BusinessBrought Before a Meeting.  At anannual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting pursuant to this Section 11of Article II; provided that, nominations for the election of directorsproperly made pursuant to the provisions of Article III, Section 5 ofthese by-laws shall also be considered at such annual meeting. To be properlybrought before an annual meeting, business must be (a) specified in the noticeof meeting (or any supplement thereto) given by or at the direction of theboard of directors, (b) brought before the meeting by or at the direction ofthe board of directors, or (c) otherwise properly brought before the meeting bya stockholder. For business to be properly brought before an annual meeting bya stockholder, the stockholder must have given timely notice thereof in writingto the secretary of the Corporation. To be timely, a stockholder’s notice must(x) be delivered to or mailed and received at the principal executive officesof the Corporation, at any time prior to the date of the annual meeting,

##  

## 3

## 

##  

## and (y) comply with all applicable requirements of theSecurities Exchange Act of 1934, as amended, and the rules and regulationsthereunder with respect to the matters set forth in this Section 11 of Article II.  A stockholder’s notice to the secretary shallset forth as to each matterthe stockholder proposes to bring before the annual meeting (a) a briefdescription of the business desired to be brought before the annual meeting,(b) the name and address, as they appear on the Corporation’s books, of thestockholder proposing such business, (c) the class and number of shares of theCorporation which are beneficially owned by the stockholder, and (d) anymaterial interest of the stockholder in such business. Notwithstanding anythingin these by-laws to the contrary, no business shall be conducted at an annualmeeting except in accordance with the procedures set forth in this Section 11of Article II. The board of directors shall, if the facts warrant,determine that the business was not properly brought before the meeting and inaccordance with the provisions of this Section 11 of Article II; andif it should so determine, the board shall so declare to the meeting and anysuch business not properly brought before the meeting shall not be transacted.

##  

## Section 12.                                      Action by Written Consent.  Anyaction required or permitted to be taken at any meeting of the stockholders ofthe Corporation may be taken by written consent in lieu of a meeting of thestockholders of the Corporation without a meeting, without prior noticeand without a vote, if a consent or consents in writing, setting forth theaction so taken, shall be signed by the holders of outstanding stock having notless than the minimum number of votes that would be necessary to authorize ortake such action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the Corporation by delivery to itsregistered office in the State of Delaware, its principal place of business oran officer or agent of the Corporation having custody of the book in whichproceedings of meetings of stockholders are recorded.  Such delivery shall be by hand or bycertified or registered mail, return receipt requested.

##  

# ARTICLE IIIDIRECTORS

#  

## Section 1.                                            GeneralPowers.  The business and affairs ofthe Corporation shall be managed by or under the direction of the board ofdirectors. In addition to such powers as are herein and in the certificate ofincorporation expressly conferred upon it, the board of directors shall haveand may exercise all the powers of the Corporation, subject to the provisionsof the laws of Delaware, the certificate of incorporation and these by-laws.

##  

## Section 2.                                            Number,Election and Term of Office.  Thenumber of directors which shall constitute the board shall be nine (9)**,**the number of directors may be changed and establishedfrom time to time by resolution adopted by affirmative vote of 50.1% of theoutstanding shares of the Corporation’s common stock; provided that noreduction in the number of directors constituting the board shall result in theremoval of any director from the board during such director’s term of office.The board of directors shall not change the number of directors withoutshareholder approval as provided in the foregoing sentence.  The directors shall be elected by a pluralityof the votes of the shares present in person or represented by proxy at themeeting and entitled to vote in the election of directors; provided that, wheneverthe holders of any class or series of capital stock of the Corporation areentitled to elect one or more directors pursuant to the provisions of thecertificate of incorporation of the Corporation 

##  

## 4

## 

##  

## (including, but not limited to, for purposes of theseby-laws, pursuant to any duly authorized certificate of designation), suchdirectors shall be elected by a plurality of the votes of such class or seriespresent in person or represented by proxy at the meeting and entitled to votein the election of such directors. The directors shall be elected in thismanner at the applicable annual meeting of the stockholders as set forth in Article II,Section 1, except as provided in Section 4 of this Article III.Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided.

##  

## Section 3.                                            Removaland Resignation.  A director may beremoved at any time with or without cause upon a majority vote of the shares ofcommon stock voting at a meeting or by stockholders holding a majority of theoutstanding shares of the Corporation’s common stock acting by written consentin lieu of a meeting. Any director may resign at any time upon written noticeto the Corporation.

##  

## Section 4.                                            Vacancies.  Vacancies and newly created directorshipsresulting from any increase in the total number of directors established by theshareholders pursuant to Section 2 of this Article III may be filled (a)by the affirmative vote of a majority of the directors then serving and inaccordance with Article IV of the Shareholders Agreement, dated as of March 5,2003, by and among the Corporation, MatlinPatterson Global OpportunitiesPartners L.P. and the other parties identified therein, as the same may beamended from time to time or (b) by the affirmative vote of 50.1% of theoutstanding shares of the Corporation’s common stock.  Any director elected to fill a vacancyresulting from an increase in the number of directors shall hold office until asuccessor is duly elected and qualified. A director elected to fill a vacancynot resulting from an increase in the number of directors shall have the sameremaining term as that of his predecessor. Each director so chosen shall holdoffice until a successor is duly elected and qualified or until his or herearlier death, resignation or removal as herein provided. Whenever holders ofany class or classes of stock or series thereof are entitled by the provisionsof the certificate of incorporation to elect one or more directors, vacanciesand newly created directorships of such class or classes or series may only befilled by the affirmative vote of the majority of the total number of directorselected by such class or classes or series thereof then in office, or by a soleremaining director so elected.

##  

## Section 5.                                            Nominations.

##  

### (a)                                  Subjectto Section 4 of this Article III, only persons who are nominated inaccordance with the procedures set forth in these by-laws shall be eligible toserve as directors. Nominations of persons for election to the board ofdirectors of the Corporation may be made at a meeting of stockholders (i) by orat the direction of the board of directors or (ii) by any stockholder of theCorporation who was a stockholder of record at the time of giving of noticeprovided for in this by-law, who is entitled to vote for the election ofdirectors at the meeting and who shall have complied with the notice proceduresset forth below in Section 5(b) of this Article III.

###  

### (b)                                 Inorder for a stockholder to nominate a person for election to the board ofdirectors of the Corporation at a meeting of stockholders, such stockholdershall have delivered timely notice of such stockholder’s intent to make suchnomination in writing to the secretary of the Corporation. To be timely, astockholder’s notice must (i) be delivered to or mailed and

###  

### 5

### 

###  

### received at the principal executive offices of theCorporation at any time prior to the date of such meeting of the stockholders;and (ii) comply with all applicable requirements of the Securities Exchange Actof 1934, as amended, and the rules and regulations thereunder with respect tothe matters set forth in this Section 5 of Article III. Suchstockholder’s notice shall set forth (i) as to each person whom the stockholderproposes to nominate for election as a director at such meeting all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (ii) as to thestockholder giving the notice (A) the name and address, as they appear on theCorporation’s books, of such stockholder and (B) the class and number of sharesof the Corporation which are beneficially owned by such stockholder and alsowhich are owned of record by such stockholder; and (iii) as to the beneficialowner, if any, on whose behalf the nomination is made, (A) the name and addressof such person and (B) the class and number of shares of the Corporation whichare beneficially owned by such person. At the request of the board ofdirectors, any person nominated by the board of directors for election as adirector shall furnish to the secretary of the Corporation that informationrequired to be set forth in a stockholder’s notice of nomination which pertainsto the nominee.

###  

### (c)                                  Theboard of directors shall, if the facts warrant, determine that a nomination wasnot made in accordance with the procedures prescribed by the by-laws, and ifthe board should so determine, the boardshall so declare to the meeting and the defective nomination shall bedisregarded.

###  

## Section 6.                                            AnnualMeetings.  The annual meeting of theboard of directors shall be held without other notice than this by-lawimmediately after, and at the same place as, the annual meeting ofstockholders.

##  

## Section 7.                                            OtherMeetings and Notice.  Regularmeetings, other than the annual meeting, of the board of directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by the board. Special meetings of the board of directors may becalled by the chairman of the board, at least two of the directors then inoffice, or the secretary of the Corporation on at least 2 hours notice to eachdirector, either personally, by telephone, mail, telecopy or e-mail, whichnotice shall set forth the date, time and place of such special meeting.  Regular meetings and special meetings may beheld at any place within or outside of the State of Delaware.

##  

## Section 8.                                            Chairmanof the Board, Quorum, Required Vote and Adjournment. The board of directorsshall elect, by the affirmative vote of the majority of the total number ofdirectors then in office, a chairman of the board, who shall preside at allmeetings of the stockholders and board of directors at which he or she ispresent. If the chairman of the board is not present at a meeting of thestockholders or the board of directors, a majority of the directors present atsuch meeting shall elect one of their members to so preside. A majority of thetotal number of directors then in office shall constitute a quorum for thetransaction of business. Unless by express provision of an applicable law, theCorporation’s certificate of incorporation or these by-laws a different vote isrequired, the vote of a majority of directors present at a meeting at which aquorum is present shall be the act of the board of directors. If a quorum shall

##  

## 6

## 

##  

## not be present at any meeting of the board ofdirectors, the directors present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorumshall be present.

##  

## Section 9.                                            Committees.  The board of directors may, by resolutionpassed by a majority of the total number of directors then in office, designateone or more committees, each committee to consist of one or more of thedirectors of the Corporation, which to the extent provided in such resolutionor these by-laws shall have, and may exercise, the powers of the board of directorsin the management and affairs of the Corporation, except as otherwise limitedby law. The board of directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee. Such committee or committees shall have such nameor names as may be determined from time to time by resolution adopted by theboard of directors. Each committee shall keep regular minutes of its meetingsand report the same to the board of directors when required.

##  

## Section 10.                                      CommitteeRules.  Each committee of the boardof directors may fix its own rules of procedure and shall hold its meetings asprovided by such rules, except as may otherwise be provided by a resolution ofthe board of directors designating such committee. Unless otherwise provided insuch a resolution, the presence of at least a majority of the members of thecommittee shall be necessary to constitute a quorum. Unless otherwise providedin such a resolution, in the event that a member and that member’s alternate,if alternates are designated by the board of directors as provided in Section 9of this Article III, of such committee is or are absent or disqualified,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not such member or members constitute a quorum, mayunanimously appoint another member of the board of directors to act at themeeting in place of any such absent or disqualified member.

##  

## Section 11.                                      CommunicationsEquipment.  Members of the board ofdirectors or any committee thereof may participate in and act at any meeting ofsuch board or committee through the use of a conference telephone or othercommunications equipment by means of which all persons participating in themeeting can hear and speak with each other, and participation in the meetingpursuant to this Section 11 shall constitute presence in person at themeeting.

##  

## Section 12.                                      Waiverof Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who ispresent at a meeting shall be conclusively presumed to have waived notice ofsuch meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened. Such member shall beconclusively presumed to have assented to any action taken unless his or herdissent shall be entered in the minutesof the meeting or unless his or her written dissent to such action shall befiled with the person acting as the secretary of the meeting before theadjournment thereof or shall be forwarded by registered mail to the secretaryof the Corporation immediately after the adjournment of the meeting. Such rightto dissent shall not apply to any member who voted in favor of such action.

##  

## Section 13.                                      Actionby Written Consent.  Unless otherwiserestricted by the certificate of incorporation, any action required orpermitted to be taken at any meeting of the board of directors, or of anycommittee thereof, may be taken without a meeting if all members of the 

##  

## 7

## 

##  

## board or committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes ofproceedings of the board or committee.

##  

# ARTICLE IVOFFICERS

#  

## Section 1.                                            Officers.  The officers of the Corporation shall beelected by the board of directors and may consist of a chairman of the board,chief executive officer, one or more vice-presidents, a chief financialofficer, a secretary, one or more assistant secretaries and such other officersand assistant officers as may be deemed necessary or desirable by the board ofdirectors. Any number of offices may be held by the same person. In itsdiscretion, the board of directors may choose not to fill any office for anyperiod as it may deem advisable.

##  

## Section 2.                                            Electionand Term of Office.  The officers ofthe Corporation shall be elected annually by the board of directors at its firstmeeting held after each annual meeting of stockholders or as soon thereafter asconvenient. Vacancies may be filled or new offices created and filled at anymeeting of the board of directors. Each officer shall hold office until asuccessor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided.

##  

## Section 3.                                            Removal.  Any officer or agent elected by the board ofdirectors may be removed by the board of directors at its discretion, with orwithout cause, but such removal shall be without prejudice to the contractrights, if any, of the person so removed. The election or appointment of an officer shall not, of itself, createcontract rights.

##  

## Section 4.                                            Vacancies.  Any vacancy occurring in any office becauseof death, resignation, removal, disqualification or otherwise, may be filled bythe board of directors.

##  

## Section 5.                                            Compensation.  Compensation of all officers shall be fixedby the board of directors, and no officer shall be prevented from receivingsuch compensation by virtue of his or her also being a director of theCorporation.

##  

## Section 6.                                            Chairmanof the Board.  The board of directorsmay elect a chairman of the board from among its members.  Such person shall preside at all meetings ofthe board of directors and stockholders and shall have all powers and shallperform all duties incident to the office of the chairman of the board that maybe required by law and shall have such other powers and perform such otherduties as may be prescribed by the board of directors or provided in theseby-laws.

##  

## Section 7.                                            ChiefExecutive Officer.  The chiefexecutive officer of the Corporation shall, subject to the powers of the boardof directors, have general charge of the business, operations, affairs and propertyof the Corporation, and control over its officers, agents and employees; andshall see that all orders and resolutions of the board of directors are carriedinto effect.  The chief executive officershall report to the board of directors. The chief executive officer is authorized to execute bonds, mortgagesand other contracts requiring a seal, under the seal of the Corporation, exceptwhere required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated bythe board of directors to some other officer or agent of the Corporation. Thechief executive officer 

##  

## 8

## 

##  

## shall have such other powers and perform such otherduties as may be prescribed by the board of directors or as may be provided inthese by-laws.

##  

## Section 8.                                            ChiefFinancial Officer.  The chieffinancial officer of the Corporation shall, under the direction of the chiefexecutive officer, be responsible for all financial and accounting matters andfor the direction of the office of controller. The chief financial officershall have such other powers and perform such other duties as may be prescribedby the chief executive officer or the board of directors or as may be providedin these by-laws.

##  

## Section 9.                                            Vice-presidents.  The vice-president, or if there shall be morethan one, the vice-presidents, shall perform such duties and have such powersas the board of directors, the chief executive officer or these by-laws may,from time to time, prescribe. The vice-presidents may also be designated asexecutive vice-presidents or senior vice-presidents, as the board of directors orthe chief executive officer may from time to time prescribe.

##  

## Section 10.                                      TheSecretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, allmeetings of the committees thereof and all meetings of the stockholders andrecord all the proceedings of the meetings in a book or books to be kept forthat purpose or shall ensure that his or her designee or such other personrequested by the chairman of the board attends each such meeting to act in suchcapacity. Under the chairman of the board’s supervision, the secretary shallgive, or cause to be given, all notices required to be given by these by-lawsor by law; shall have such powers and perform such duties as the board ofdirectors, the chairman of the board, the chief executive officer or theseby-laws may, from time to time, prescribe; and shall have custody of thecorporate seal of the Corporation. The secretary, or an assistant secretary,shall have authority to affix the corporate seal to any instrument requiring itand when so affixed, it may be attested by his or her signature or by thesignature of such assistant secretary. The board of directors may give general authority to any other officer toaffix the seal of the Corporation and to attest the affixing by his or hersignature. The assistant secretary, or if there be more than one, any of theassistant secretaries, shall, in the absence or disability of the secretary,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors, thechairman of the board, the chief executive officer, or secretary may, from timeto time, prescribe.

##  

## Section 11.                                      AdditionalOfficers.  The board of directors orthe chief executive officer may from time to time appoint such other officersas the board of directors or the chief executive officer may deem advisable andsuch officers shall have such authority and shall perform such duties as mayfrom time to time be assigned to them by the board of directors or the chiefexecutive officer.

##  

## Section 12.                                      Absenceor Disability of Officers.  In thecase of the absence or disability of any officer of the Corporation and of anyperson hereby authorized to act in such officer’s place during such officer’sabsence or disability, the board of directors may by resolution delegate thepowers and duties of such officer to any other officer or to any director, orto any other person selected by it.

##  

## 9

## 

##  

# ARTICLE VINDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

#  

## Section 1.                                            Rightto Indemnification.  Each person whowas or is made a party or is threatened to be made a party to or is otherwiseinvolved (including involvement as a witness) in any action, suit orproceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or officer of the Corporation or, while a director or officer of theCorporation, is or was serving at the request of the Corporation as a director,officer, employee or agent of another corporation or of a partnership, jointventure, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter, an “indemnitee”), whether the basis of suchproceeding is alleged action in an official capacity as a director or officeror in any other capacity while serving as a director or officer, shall beindemnified and held harmless by the Corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification rights than permitted prior thereto), against all expense,liability and loss (including attorneys’ fees, judgments, fines, ERISA exercisetaxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith and such indemnificationshall continue as to an indemnitee who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the indemnitee’s heirs,executors and administrators; provided, however, that, except as provided in Section 2of Article V with respect to proceedings to enforce rights toindemnification, the Corporation shall indemnify any such indemnitee inconnection with a proceeding (or part thereof) initiated by such indemniteeonly if such proceeding (or part thereof) was authorized by the board ofdirectors of the Corporation. The right to indemnification conferred in this Section 1of Article V shall be a contract right and shall include the right to bepaid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition(hereinafter an “advance of expenses”); provided, however, that, if and to theextent that the Delaware General Corporation Law requires, an advance ofexpenses incurred by an indemnitee in his or her capacity as a director orofficer (and not in any other capacity in which service was or is rendered bysuch indemnitee, including, without limitation, service to an employee benefitplan) shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal (hereinafter a “finaladjudication”) that such indemnitee is not entitled to be indemnified for suchexpenses under this Section 1 of Article V or otherwise. TheCorporation may, by action of its board of directors, provide indemnificationto employees and agents of the Corporation with the same scope and effect asthe foregoing indemnification of directors and officers.

##  

## Section 2.                                            Procedurefor Indemnification.  Anyindemnification of a director or officer of the Corporation or advance ofexpenses under Section 1 of this Article Vshall be made promptly, and in any event within forty-five (45) days (or, inthe case of an advance of expenses, twenty (20) days), upon the written requestof the director or officer. If a determination by the Corporation that thedirector or officer is entitled to indemnification pursuant to this Article V is required, and theCorporation fails to respond within sixty (60) days to a written request forindemnity, the Corporation shall be deemed to have approved the request. If theCorporation 

##  

## 10

## 

##  

## denies a written request for indemnification oradvance of expenses, in whole or in part, or if payment in full pursuant tosuch request is not made within forty-five (45) days (or, in the case of anadvance of expenses, twenty (20) days), the right to indemnification oradvances as granted by this Article Vshall be enforceable by the director or officer in any court of competentjurisdiction. Such person’s costs and expenses incurred in connection withsuccessfully establishing his or her right to indemnification, in whole or inpart, in any such action shall also be indemnified by the Corporation. It shallbe a defense to any such action (other than an action brought to enforce aclaim for the advance of expenses where the undertaking required pursuant to Section 1of this Article V, if any,has been tendered to the Corporation) that the claimant has not met thestandards of conduct which make it permissible under the Delaware GeneralCorporation Law for the Corporation to indemnify the claimant for the amountclaimed, but the burden of such defense shall be on the Corporation. Neitherthe failure of the Corporation (including its board of directors, independentlegal counsel, or its stockholders) to have made a determination prior to the commencement of such action thatindemnification of the claimant is proper in the circumstances because he orshe has met the applicable standard of conduct set forth in the DelawareGeneral Corporation Law, nor an actual determination by the Corporation(including its board of directors, independent legal counsel, or itsstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct. The procedure forindemnification of other employees and agents for whom indemnification is providedpursuant to Section 1 of this Article V shall be the same procedureset forth in this Section 2 for directors or officers, unless otherwiseset forth in the action of the board of directors providing indemnification forsuch employee or agent.

##  

## Section 3.                                            Servicefor Subsidiaries.  Any person servingas a director, officer, employee or agent of a Subsidiary shall be conclusivelypresumed to be serving in such capacity at the request of the Corporation.

##  

## Section 4.                                            Reliance.  Persons who after the date of the adoption ofthis provision become or remain directors or officers of the Corporation orwho, while a director or officer of the Corporation, become or remain adirector, officer, employee or agent of a Subsidiary, shall be conclusivelypresumed to have relied on the rights to indemnity, advance of expenses andother rights contained in this Article Vin entering into or continuing such service. The rights to indemnification andto the advance of expenses conferred in this Article V shall apply to claims made against an indemniteearising out of acts or omissions which occurred or occur both prior andsubsequent to the adoption hereof.

##  

## Section 5.                                            Non-Exclusivityof Rights.  The rights toindemnification and to the advance of expenses conferred in this Article V shall not be exclusiveof any other right which any person may have or hereafter acquire under theCertificate of Incorporation or under any statute, by-law, agreement, vote ofstockholders or disinterested directors or otherwise.

##  

## Section 6.                                            Insurance.  The Corporation may purchase and maintaininsurance on its own behalf and on behalf of any person who is or was adirector, officer, employee or agent of the Corporation or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyexpense, liability or loss asserted against him or her and incurred by him or her in any such 

##  

## 11

## 

##  

## capacity, whether or not theCorporation would have the power to indemnify such person against suchexpenses, liability or loss under the Delaware General Corporation Law.

##  

# ARTICLE VICERTIFICATES OF STOCK

#  

## Section 1.                                            Form.  Every holder of stock in the Corporationshall be entitled to have a certificate, signed by, or in the name of theCorporation by the chief executive officer or a vice-president and thesecretary or an assistant secretary of the Corporation, certifying the numberof shares owned by such holder in the Corporation. If such a certificate iscountersigned (1) by a transfer agent or an assistant transfer agent other thanthe Corporation or its employee or (2) by a registrar, other than theCorporation or its employee, the signature of any such chief executive officer,vice-president, secretary, or assistant secretary may be facsimiles. In caseany officer or officers who have signed, or whose facsimile signature orsignatures have been used on, any such certificate or certificates shall cease tobe such officer or officers of the Corporation whether because of death,resignation or otherwise before such certificate or certificates have beendelivered by the Corporation, such certificate or certificates may neverthelessbe issued and delivered as though the person or persons who signed suchcertificate or certificates or whose facsimile signature or signatures havebeen used thereon had not ceased to be such officer or officers of theCorporation. All certificates for shares shall be consecutively numbered orotherwise identified. The name of the person to whom the shares representedthereby are issued, with the number of shares and date of issue, shall beentered on the books of the Corporation. Shares of stock of the Corporationshall only be transferred on the books of the Corporation by the holder ofrecord thereof or by such holder’s attorney duly authorized in writing, uponsurrender to the Corporation of the certificate or certificates for such sharesendorsed by the appropriate person or persons, with such evidence of theauthenticity of such endorsement, transfer, authorization, and other matters asthe Corporation may reasonably require, and accompanied by all necessary stocktransfer stamps. In that event, it shall be the duty of the Corporation toissue a new certificate to the person entitled thereto, cancel the oldcertificate or certificates, and record the transaction on its books. The boardof directors may appoint a bank or trust company organized under the laws ofthe United States or any state thereof to act as its transfer agent or registrar, or both in connection with thetransfer of any class or series of securities of the Corporation.

##  

## Section 2.                                            LostCertificates.  The board of directorsmay direct a new certificate or certificates to be issued in place of anycertificate or certificates previously issued by the Corporation alleged tohave been lost, stolen, or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen, ordestroyed. When authorizing such issue of a new certificate or certificates,the Corporation may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen, or destroyedcertificate or certificates, or his or her legal representative, to give theCorporation a bond sufficient to indemnify the Corporation against any claimthat may be made against the Corporation on account of the loss, theft ordestruction of any such certificate or the issuance of such new certificate.

##  

## Section 3.                                            Fixinga Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of 

##  

## 12

## 

##  

## stockholders or any adjournment thereof, the board ofdirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the board ofdirectors, and which record date shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting. If no record date is fixedby the board of directors, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be theclose of business on the next day preceding the day on which notice is firstgiven. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the board of directors may fix a new recorddate for the adjourned meeting.

##  

## Section 4.                                            Fixinga Record Date for Other Purposes.  Inorder that the Corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment or any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purposes of any other lawfulaction, the board of directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted,and which record date shall be not more than sixty (60) days prior to suchaction. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts theresolution relating thereto.

##  

## Section 5.                                            RegisteredStockholders.  Prior to the surrenderto the Corporation of the certificate or certificates for a share or shares ofstock with a request to record the transfer of such share or shares, theCorporation may treat the registered owner as the person entitled to receivedividends, to vote, to receive notifications, and otherwise to exercise all therights and powers of an owner. The Corporation shall not be bound to recognizeany equitable or other claim to or interest in such share or shares on the partof any other person, whether or not it shall have express or other noticethereof.

##  

## Section 6.                                            Subscriptionsfor Stock.  Unless otherwise providedfor in the subscription agreement, subscriptions for shares shall be paid infull at such time, or in such installments and at such times, as shall bedetermined by the board of directors. Any call made by the board of directors forpayment on subscriptions shall be uniform as to all shares of the same class oras to all shares of the same series. In case of default in the payment of anyinstallment or call when such payment is due, the Corporation may proceed tocollect the amount due in the same manner as any debt due the Corporation.

##  

# ARTICLE VIIGENERAL PROVISIONS

#  

## Section 1.                                            Dividends.  Dividends upon the capital stock of theCorporation, subject to the provisions of the certificate of incorporation, ifany, may be declared by the board of directors at any regular or specialmeeting, in accordance with applicable law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of thecertificate of incorporation. Before payment of any dividend, there may be setaside out of any funds of the Corporation available for dividends such sum orsums as the directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizing dividends,or for repairing or maintaining any property of the Corporation, or any 

##  

## 13

## 

##  

## other purpose and the directors may modify or abolishany such reserve in the manner in which it was created.

##  

## Section 2.                                            Checks,Drafts or Orders.  All checks,drafts, or other orders for the payment of money by or to the Corporation andall notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by suchofficer or officers, agent or agents of the Corporation, and in such manner, asshall be determined by resolution of the board of directors or a dulyauthorized committee thereof.

##  

## Section 3.                                            Contracts.  In addition to the powers otherwise grantedto officers pursuant to Article IV hereof, the board of directors mayauthorize any officer or officers, or any agent or agents, of the Corporationto enter into any contract or to execute and deliver any instrument in the nameof and on behalf of the Corporation, and such authority may be general orconfined to specific instances.

##  

## Section 4.                                            Loans.  The Corporation may not lend money to, orguarantee any obligation of, or otherwise assist any officer or other employeeof the Corporation or of its subsidiaries, including any officer or employeewho is a director of the Corporation or its subsidiaries other than aspermitted by applicable law and as determined, in the judgment of thedirectors, that such loan, guaranty or assistance may reasonably be expected tobenefit the Corporation. The loan, guaranty or other assistance may be with orwithout interest, and may be unsecured, or secured in such manner as the boardof directors shall approve, including, without limitation, a pledge of sharesof stock of the Corporation. Nothing in this section contained shall bedeemed to deny, limit or restrict the powers of guaranty or warranty of theCorporation at common law or under any statute.

##  

## Section 5.                                            FiscalYear.  The fiscal year of theCorporation shall be fixed by resolution of the board of directors.

##  

## Section 6.                                            CorporateSeal.  The board of directors shallprovide a corporate seal which shall be in the form of a circle and shall haveinscribed thereon the name of the Corporation and the words “Corporate Seal,Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

##  

## Section 7.                                            VotingSecurities Owned By Corporation. Voting securities in any other corporation held by the Corporation shallbe voted by an officer of the Corporation or other person as authorized ordirected by the board of directors, which authorization or direction may begeneral or confined to specific instances. Any person authorized to vote securities shall have the power to appointproxies, with general power of substitution.

##  

## Section 8.                                            Inspectionof Books and Records.  Anystockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose the Corporation’sstock ledger, a list of its stockholders, and its other books and records, andto make copies or extracts therefrom. A proper purpose shall mean any purposereasonably related to such person’s interest as a stockholder. In everyinstance where an attorney or other agent shall be the person who seeks theright to inspection, the demand under oath shall be accompanied by 

##  

## 14

## 

##  

## a power of attorney or such other writing whichauthorizes the attorney or other agent to so act on behalf of the stockholder.The demand under oath shall be directed to the Corporation at its registeredoffice in the State of Delaware or at its principal place of business. TheCorporation shall have a reasonable amount of time to respond to any suchrequest.

##  

## Section 9.                                            Section Headings.  Section headings in these by-laws arefor convenience of reference only and shall not be given any substantive effectin limiting or otherwise construing any provision herein.

##  

## Section 10.                                      InconsistentProvisions.  In the event that anyprovision of these by-laws is or becomes inconsistent with any provision of thecertificate of incorporation, the General Corporation Law of the State ofDelaware or any other applicable law, the provision of these by-laws shall notbe given any effect to the extent of such inconsistency but shall otherwise begiven full force and effect.

##  

# ARTICLE VIIIAMENDMENTS

#  

These by-laws may beamended, altered, or repealed and new by-laws adopted at any meeting of theboard of directors by the affirmative vote of the majority of the total numberof directors then in office; provided that any amendment, alteration or repealof Sections 1, 2 or 9 of Article II, Sections 2, 3, 4 or 5 of Article III,Section 8 of Article VII, Article VIII or any amendment,alteration or repeal of Article V that results in an adverse effect uponthe indemnification provided to directors therein, in each of the foregoingcases, pursuant to the affirmative vote of the majority of the total number ofdirectors then in office also shall require the approval of at least oneNon-GOF Board Member (as such term is defined in the Shareholders Agreement);provided further that the foregoing approval of at least one Non-GOF BoardMember shall only be required if both (a) at least one Non-GOF Board Member hasthe right to a seat on the board of directors pursuant to the ShareholdersAgreement, and (b) at the time such approval is sought one of the following istrue (i) at least one Non-GOF Board Member is a member of the board ofdirectors, (ii) if a Non-GOF Board Member is not a member of the board ofdirectors, a Non-GOF Board Member shall have been a member of the board ofdirectors within sixty days of such time, or (iii) if a Non-GOF Board Member isnot, and, within sixty days of such time, has not been, a member of the boardof directors, a nomination or designation of a proposed Non-GOF Board Membershall have been made in good faith pursuant to the terms of the Shareholders Agreementand not withdrawn, and such nominee or designee shall not have refused ordeclined appointment to the board of directors. The fact that the power toadopt, amend, alter, or repeal the by-laws has been conferred upon the board ofdirectors shall not divest the stockholders of such powers as set forth in thecertificate of incorporation.

 

15

----