EXHIBIT 4.20


 


THE COMPANIES (GUERNSEY)
LAWS, 1994 to 2001


 


COMPANY LIMITED BY SHARES


 


ARTICLES OF ASSOCIATION


 


of


 


CREDIT SUISSE GROUP CAPITAL
(GUERNSEY) X LIMITED


 


Registered this 11th day of September, 2006


 


Carey Olsen


P O Box 98,


7 New Street, St. Peter
Port


Guernsey, Channel Islands. GY1 4BZ


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


www.careyolsen.com


 


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TABLE OF CONTENTS


 


	
   

  	
  TABLE OF CONTENTS

  	
  i

  
	
  1.

  	
  DEFINITIONS

  	
  1

  
	
  2.

  	
  INTERPRETATION

  	
  2

  
	
  3.

  	
  BUSINESS

  	
  3

  
	
  4.

  	
  SHARE
  CAPITAL

  	
  3

  
	
  5.

  	
  COMPANY
  NOT OBLIGED TO RECOGNISE ANY TRUST

  	
  4

  
	
  6.

  	
  ALTERATION
  OF RIGHTS

  	
  5

  
	
  7.

  	
  CALLS ON
  SHARES

  	
  5

  
	
  8.

  	
  FORFEITURE

  	
  7

  
	
  9.

  	
  LIEN

  	
  9

  
	
  10.

  	
  TRANSFER
  OF SHARES

  	
  9

  
	
  11.

  	
  RESTRICTION
  ON TRANSFER AND TRANSMISSION OF SHARES

  	
  10

  
	
  12.

  	
  THE
  REGISTER

  	
  12

  
	
  13.

  	
  CERTIFICATES

  	
  13

  
	
  14.

  	
  ALTERATION
  OF CAPITAL

  	
  13

  
	
  15.

  	
  GENERAL
  MEETINGS

  	
  14

  
	
  16.

  	
  NOTICE OF
  GENERAL MEETINGS

  	
  15

  
	
  17.

  	
  PROCEEDINGS
  AT GENERAL MEETINGS

  	
  15

  
	
  18.

  	
  VOTES OF
  MEMBERS

  	
  17

  
	
  19.

  	
  CORPORATIONS
  ACTING BY REPRESENTATIVES AT MEETINGS

  	
  19

  
	
  20.

  	
  APPOINTMENT
  OF DIRECTORS

  	
  19

  
	
  21.

  	
  REMUNERATION
  OF DIRECTORS

  	
  20

  
	
  22.

  	
  DIRECTORS’
  INTERESTS

  	
  20

  
	
  23.

  	
  BORROWING
  POWERS

  	
  21

  
	
  24.

  	
  POWERS
  AND DUTIES OF DIRECTORS

  	
  21

  
	
  25.

  	
  DIRECTORS’
  INSURANCE

  	
  22

  
	
  26.

  	
  RETIREMENT
  AND REMOVAL OF DIRECTORS

  	
  22

  
	
  27.

  	
  PROCEEDINGS
  OF DIRECTORS

  	
  23

  
	
  28.

  	
  MANAGING
  DIRECTOR

  	
  25

  
	
  29.

  	
  ALTERNATE
  DIRECTORS

  	
  25

  
	
  30.

  	
  SECRETARY

  	
  26

  
	
  31.

  	
  THE SEAL

  	
  27

  
	
  32.

  	
  DIVIDENDS
  AND RESERVES

  	
  27

  
	
  33.

  	
  CAPITALISATION
  OF PROFITS

  	
  28

  
	
  34.

  	
  ACCOUNTS

  	
  29

  
	
  35.

  	
  AUDIT

  	
  30

  
	
  36.

  	
  NOTICES

  	
  30

  
	
  37.

  	
  WINDING
  UP

  	
  31

  
	
  38.

  	
  INDEMNITY

  	
  31

  
	
  39.

  	
  INSPECTION
  OF REGISTERS AND OTHER RECORDS

  	
  32

  



 


ii

















 


THE
COMPANIES (GUERNSEY) LAWS, 1994 to 2001


 


COMPANY
LIMITED BY SHARES


 


ARTICLES
OF ASSOCIATION


 


of


 


CREDIT
SUISSE GROUP CAPITAL (GUERNSEY) X LIMITED


 


1.             DEFINITIONS


 


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


 


	
  These Articles

  	
   

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

  
	
   

  	
   

  	
   

  
	
  clear days

  	
   

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

  
	
   

  	
   

  	
   

  
	
  the Directors

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Member

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Memorandum

  	
   

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

  
	
   

  	
   

  	
   

  
	
  month

  	
   

  	
  Calendar month.

  
	
   

  	
   

  	
   

  
	
  Office

  	
   

  	
  The registered office for the time being of the
  Company.

  
	
   

  	
   

  	
   

  
	
  Ordinary Resolution

  	
   

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

  



 


1

















 


	
  present or present in person

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Register

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Special Resolution

  	
   

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

  
	
   

  	
   

  	
   

  
	
  the Statutes

  	
   

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

  



 


2.             INTERPRETATION


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


3.             BUSINESS


 


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


 


4.             SHARE CAPITAL


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.             COMPANY NOT OBLIGED TO RECOGNISE
ANY TRUST


 


Except as required by law, no person shall be recognised by the Company
as holding any share upon any trust, and the Company shall not be bound by or
be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share or (except only as by 


 


4

















 


these Articles or by law otherwise provided) any other rights in
respect of any share except an absolute right to the entirety thereof in the
registered holder.


 


6.             ALTERATION OF RIGHTS


 


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


 


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


 


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


 


7.             CALLS ON SHARES


 


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


 


5

















 


upon him notwithstanding the subsequent transfer of
the shares in respect whereof the call was made.


 


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


 


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


 


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


 


7.5           If any Member shall fail to
pay on or before the day appointed for payment thereof any call to which he may
have become liable, he shall pay interest on the amount in arrear from the day
appointed for payment thereof to the time of actual payment, at such rate, not
exceeding 15 per cent per annum, as the Directors may from time to time fix,
and in case no other rate be prescribed, then at the rate of 15 per cent per
annum, provided, however, that the Directors may remit the whole or any part of
such interest.


 


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


 


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


 


6

















 


otherwise determine, be included or taken into account in ascertaining
the amount of dividend payable upon the share in respect of which such advance
has been made.


 


8.             FORFEITURE


 


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


 


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


 


8.3           If the notice is not
complied with, any shares in respect of which such notice has been given may at
any time thereafter, before payment of all calls, interest and expenses due in
respect thereof has been made, be forfeited by a resolution of the Directors to
that effect.  Such forfeiture shall include
all unpaid dividends, interim dividends and interest due and to become due
thereon and any moneys paid up in advance of calls.


 


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


 


8.5           Notwithstanding any such
forfeiture as aforesaid, the Directors may, at any time before the forfeited
share has been otherwise disposed of permit the share so forfeited to be
redeemed upon payment of all calls and interest due upon and 


 


7

















 


expenses incurred in respect of the share, and upon such further terms
(if any) as they shall think fit.


 


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


 


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


 


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


 


8.9           A declaration in writing
that the declarant is a Director of the Company and that a share has been duly
forfeited in pursuance of this Article, and stating the time when it was
forfeited, shall, as against all persons claiming to be entitled to the share
adversely to the forfeiture thereof, be conclusive evidence of the facts
therein stated, and such declaration together with a certificate of
proprietorship of the share delivered to a purchaser or allottee thereof, shall
constitute a good title to the share and the new holder thereof shall be
discharged from all calls made and other moneys payable prior to such purchase
or allotment.


 


8.10         Upon any sale after
forfeiture, or for enforcing a lien in purported exercise of the powers herein
given, the Directors may nominate some person to execute a transfer of the
share sold in the name and on behalf of the registered holder or his legal
personal representative and on such transfer being executed by the purchaser
may cause the purchaser’s name to be entered in the Register in respect of the
shares sold


 


8














 


and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, and after his name has
been entered in the Register in respect of such shares the validity of the sale
shall not be impeached by any person and the remedy of any person aggrieved by
the sale shall be in damages only and against the Company exclusively.


 


9.             LIEN


 


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


 


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


 


10.           TRANSFER OF SHARES


 


10.1         Subject to such of the
restrictions of these Articles as may be applicable, any Member may transfer
all or any of his shares by instrument in writing in the usual or common form
or in any other form which the Directors may approve. The instrument of
transfer shall be executed by the transferor (and in the case of partly paid
shares by the transferee) and the transferor shall be deemed to remain the
holder of the share until the name of the transferee is entered in the Register
in respect thereof.  Shares of different
classes shall not be transferred by the same instrument of transfer.


 


10.2         Every instrument of transfer
shall be left at the Office, or such other place as the Directors may
prescribe, with the certificate of every share to be thereby transferred and
such other evidence as the Directors may reasonably require to prove the title
of 


 


9

















 


the transferor or his right to transfer the shares; and the transfer
and certificate shall remain in the custody of the Directors but shall be at
all reasonable times produced at the request and expense of the transferor or
transferee and their respective representatives or any of them.  A new certificate shall be delivered to the
transferee after the transfer is completed and registered on his application
for the same and when necessary a balance certificate shall be delivered to the
transferor if required by him in writing.


 


10.3         The Directors may, in their
discretion and without assigning any reasons therefor, refuse to register a
transfer of any share to any person of whom they shall not approve as
transferee.  If the Directors refuse to
register a transfer of any share they shall within one month after the date on
which the transfer was lodged with the Company send to the transferee notice of
the refusal.


 


11.           RESTRICTION ON
TRANSFER AND TRANSMISSION OF SHARES


 


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


 


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


 


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


 


10

















 


Company’s authority to sell the Shares. 
The cost of obtaining the certificate shall be borne by the Company.


 


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


 


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


 


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


 


11.7         If the Company shall not,
within the space of twenty-eight days after being served with a Transfer
Notice, find a Member willing to purchase the shares and give notice


 


11

















 


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


 


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


 


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


 


12.           THE REGISTER


 


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


 


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


 


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


 


12

















 


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


 


13.           CERTIFICATES


 


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


 


13.2         Every certificate shall be
signed, shall specify the shares to which it relates and the amount paid up
thereon, provided that in respect of a share or shares held jointly by several
persons the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders.


 


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


 


14.           ALTERATION OF
CAPITAL


 


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


 


14.2         The Company may by Ordinary
Resolution:-


 


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


 


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


 


13

















 


14.2.3      cancel any shares which, at the date of the
passing of the resolution have not been taken or agreed to be taken by any person,
and diminish the amount of its share capital by the amount of the shares so
cancelled;


 


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


 


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


 


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


 


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


 


15.           GENERAL MEETINGS


 


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


 


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


 


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


 


15.4         The Directors may whenever
they think fit convene an extraordinary general meeting, and extraordinary
general meetings shall also be convened on the requisition in writing of one or
more of the Members holding at least one-tenth of the issued share capital of
the Company carrying voting rights or, if the Directors shall fail upon such
requisition to convene the meeting so requisitioned within twenty-one


 


14

















 


days (counting the day on which the request is made) then such meeting
may be convened by such requisitionists in such manner as provided by the
Statutes.


 


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


 


16.           NOTICE OF GENERAL
MEETINGS


 


16.1         All general meetings shall
be called by ten clear days’ notice in writing at the least. The notice shall
specify the place, the day and the hour of the meeting, and in the case of
special business, the general nature of that business and shall be given in the
manner hereinafter mentioned or in such other manner, if any, as may be
prescribed by the Company by Ordinary Resolution, to such persons as are, by
these Articles, entitled to receive such notices from the Company, provided
that a meeting of the Company shall, notwithstanding that it is called by
shorter notice than that specified in this Article, be deemed to have been duly
called if it is so agreed by all the Members entitled to attend and vote
thereat.


 


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


 


17.           PROCEEDINGS AT
GENERAL MEETINGS


 


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


 


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


 


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


 


15

















 


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


 


17.5         The chairman, with the
consent of any meeting at which a quorum is present may (and shall if so
directed by the meeting) adjourn the meeting from time to time and from place
to place but no business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting from which
the adjournment took place.  When a
meeting is adjourned for fourteen days or more, seven clear days notice at the
least specifying the place, the day and the hour of the adjourned meeting shall
be given as in the case of the original meeting but it shall not be necessary
to specify in such notice the nature of the business to be transacted at the
adjourned meeting.


 


17.6         Every question submitted to
a general meeting shall be determined in the first instance by a show of hands
of the Members present in person or by attorney and entitled to vote, but a
poll may be demanded by one or more of the Members present in person
representing, at least one-tenth of the subscribed capital.  Unless a poll is duly demanded in accordance
with these Articles, a declaration by the chairman that a resolution has been
carried or lost or has or has not been carried by any particular majority and
an entry to that effect in the minutes of the proceedings of the Company shall
be conclusive evidence of the fact, without proof of the number, proportion or
validity of the votes recorded in favour of or against such resolution.


 


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


 


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


 


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


 


17.10       In case of an equality of votes, either on a
show of hands or on a poll, the chairman of the meeting at which the show of
hands takes place, or at which the poll is taken, as the case may be, shall
have a second or casting vote.


 


16

















 


18.           VOTES OF MEMBERS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


I,                                              of


 


17

















 


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


 


hereby appoint


 


of


 


or failing him


 


of


 


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


 


As witness my hand this        day of                     .


 


18.8         Any Member shall be entitled
to appoint by power of attorney some person, whether a Member or not, to act as
his attorney for the purposes of receiving notices of general meetings and
attending general meetings and voting thereat, and upon such power of attorney
being deposited at the Office together with a notice from the attorney giving
his address, an entry thereof shall be made in the Register and all notices of
meetings held during the continuance in force of such power of attorney shall
be served upon the attorney thereby appointed as if such attorney were a Member
of the Company and registered owner of the shares, and all notices, except
where otherwise herein expressly provided, shall be deemed duly served if served
upon such attorney in accordance with these Articles, and the attorney shall be
entitled to attend any general meetings held during the continuance of his
appointment and to vote thereat in respect of the shares of any Member
appointing him, such vote to be exercised either personally or by proxy
appointed by the attorney in accordance with these Articles.  Every such power shall remain in full force
notwithstanding the death of or its revocation by other means by the grantor,
unless and until express notice in writing of such death or revocation shall
have been given to the Company.


 


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


 


18














 


Office before the commencement of the meeting or adjourned meeting at
which the proxy is used.


 


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


 


19.           CORPORATIONS
ACTING BY REPRESENTATIVES AT MEETINGS


 


Any corporation which is a Member may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of Members, and
the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation could
exercise if it were an individual Member.


 


20.           APPOINTMENT OF
DIRECTORS


 


20.1         The first Directors shall be
appointed by the subscribers to the Memorandum of Association.  Unless otherwise determined by Ordinary
Resolution, the number of Directors shall not be subject to any maximum and the
minimum number shall be two.


 


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


 


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


 


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


 


20.5         The Company in general
meeting may by Ordinary Resolution appoint another person in place of a
Director removed from office under Article 26, and without 


 


19

















 


prejudice to the powers of the Directors under Article 20.4 the
Company may by Ordinary Resolution appoint any person to be a Director either
to fill a casual vacancy or as an additional Director.


 


21.           REMUNERATION OF
DIRECTORS


 


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


 


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


 


22.           DIRECTORS’
INTERESTS


 


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


 


22.2         A Director or intending
Director shall not be disqualified by his office from entering into a contract
or arrangement with the Company, either as vendor, purchaser, lessor, lessee,
mortgagor, mortgagee, manager, agent, broker or otherwise, and no such contract
or arrangement or any contract or arrangement entered into by or on behalf of
the Company, with any person, firm or company of or in which any Director shall
be in any way interested shall be avoided, nor shall any person so contracting
or being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such Director holding
the office of 


 


20

















 


Director, or of the fiduciary relationship  thereby established.  Any Director, so contracting or being so
interested as aforesaid, shall disclose at the board meeting at which the
contract or arrangement is determined upon the nature of his interest, if his
interest then exists, or in any other case at the first board meeting after the
acquisition of his interest.  A Director
may vote in respect of any contract or arrangement in which he is so interested
as aforesaid notwithstanding his interest. 
A Director may occupy any other office or place of profit in the Company
(except that of auditor) or act in any professional capacity to the Company in
conjunction with his office of Director, and on such terms as to remuneration
and otherwise as the Directors shall approve.


 


23.           BORROWING POWERS


 


The Directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking, property and uncalled
capital, or any part thereof, and to issue securities whether outright or as
security for any debt, liability or obligation of the Company or of any third
party.


 


24.           POWERS AND DUTIES
OF DIRECTORS


 


24.1         The business of the Company
shall be managed by the Directors, who may pay all expenses incurred in
promoting and registering the Company, and may exercise all such powers of the
Company as are not, by the Statutes or by these Articles, required to be
exercised by the Company in general meeting, subject, nevertheless, to any of
these Articles, to the provisions of the Statutes and to such regulations,
being not inconsistent with these Articles or the Statutes as may be prescribed
by the Company by Ordinary Resolution; but no regulation made by the Company
shall invalidate any prior act of the Directors which would have been valid if
that regulation had not been made.


 


24.2         Subject to any restriction
thereon contained in the Statutes, the Directors may from time to time and at
any time by power of attorney appoint any company, firm or person or body of
persons, whether nominated directly or indirectly by the Directors, to be the
attorney or attorneys of the Company for such purpose and with such powers,
authorities and discretion (not exceeding those vested in or exercisable by the
Directors under these Articles) and for such period and subject to such
conditions as they may think fit, and any such powers of attorney may contain
such provisions for the protection and convenience of persons dealing with any
such attorney as the 


 


21

















 


Directors may think fit and may also authorise any such attorney to
delegate all or any of the powers, authorities and discretion vested in him.


 


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


 


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


 


24.4.1      of all appointments of officers made by the
Directors;


 


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


 


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


 


25.           DIRECTORS’ INSURANCE


 


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


 


26.           RETIREMENT AND
REMOVAL OF DIRECTORS


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


27.           PROCEEDINGS OF
DIRECTORS


 


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


 


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


 


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


 


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


 


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


 


27.4.2      all Directors entitled to attend such meeting
so agree.


 


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


 


23

















 


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


 


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


 


27.7         The continuing Directors or
sole continuing Director may act notwithstanding any vacancy in their body,
but, if and so long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of the Directors, the
continuing Directors or Director may act for the purpose of increasing the
number of Directors to that number or of summoning a general meeting of the
Company, but for no other purpose.


 


27.8         The Directors may elect a
chairman of their meetings and determine the period for which he is to hold
office; but if no such chairman is elected, or if at any meeting the chairman
is not present within five minutes of the time appointed for holding the same,
the Directors present may choose one of their number to be chairman of the
meeting.


 


27.9         The Directors may delegate
any of their powers to committees consisting of such member or members of their
body as they think fit; any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the
Directors.


 


27.10       A committee may elect a chairman of its
meetings; if no such chairman is elected, or if at any meeting the chairman is
not present within five minutes after the time appointed for holding the same,
the members present may choose one of their number to be chairman of the
meeting.


 


27.11       A committee may meet and adjourn as it thinks
proper.  Questions arising at any meeting
shall be determined by a majority of votes of the members present, and in the
case of an equality of votes the chairman shall have a second or casting vote.


 


27.12       All acts done by any meeting of the Directors
or of a committee of the Directors or by any person acting as a Director shall,
notwithstanding that it be afterwards discovered that there was some defect in
the appointment of any of the Directors or 


 


24

















 


person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.


 


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


 


28.           MANAGING DIRECTOR


 


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


 


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


 


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


 


29.           ALTERNATE
DIRECTORS


 


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


 


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


 


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


 


25

















 


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


 


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


 


30.           SECRETARY


 


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


 


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


 


30.2.1      the sole Director of the Company; or


 


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


 


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


 


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


 


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31.           THE SEAL


 


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


 


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


 


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


 


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


 


32.           DIVIDENDS AND
RESERVES


 


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


 


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


 


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


 


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


 


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


 


32.6         No dividend shall bear
interest against the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


33.           CAPITALISATION OF
PROFITS


 


33.1         The Company by Ordinary
Resolution may upon the recommendation of the Directors resolve that it is
desirable to capitalise any part of the amount for the time being standing to
the credit of any of the Company’s reserve accounts or to the credit 


 


28














 


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


 


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


 


34.           ACCOUNTS


 


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


 


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


 


34.3         A balance sheet shall be
made out and laid before the Company at its annual general meeting in each
year, and such balance sheet shall contain a general summary of the assets and
liabilities of the Company.  The balance
sheet shall be accompanied by a


 


29

















 


report of the Directors as to the state and condition of the Company,
as to the amount (if any) which they recommend be paid by way of dividend to
the Members, and the amount (if any) which they have carried or propose to
carry to reserve.  The report and balance
sheet shall be signed on behalf of the Directors by at least two of the
Directors of the Company, or if there is only one Director for the time being,
by that Director.


 


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


 


35.           AUDIT


 


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


 


36.           NOTICES


 


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


 


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


 


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


 


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


 


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


 


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


 


36.3         A notice may be given by the
Company to the persons entitled to a share in consequence of the death or
bankruptcy of a Member by sending it through the post in a prepaid letter
addressed to them by name, or by the title of representatives of the


 


30

















 


deceased, or trustee of the bankrupt, or by any like description, at
the address, if any, supplied for the purpose by the persons claiming to be so
entitled, or (until such an address has been so supplied) by giving the notice
in any manner in which the same might have been given if the death or
bankruptcy had not occurred.


 


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


 


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


 


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


 


36.4.3      each Director who is not a Member.


 


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


 


37.           WINDING UP


 


If the Company shall be wound up the liquidator may, with the sanction
of a resolution of the Company passed by a majority of three-fourths of the
votes of the Members entitled to vote and voting in person or by attorney or
proxy and any other sanction required by the Statutes, divide amongst the
Members in specie or kind the whole or any part
of the assets of the Company (whether they shall consist of property of the
same kind or not) and may, for such purpose set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such division
shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories as
the liquidator, with the like sanction, shall think fit, but so that no Member
shall be compelled to accept any shares or other securities whereon there is
any liability.


 


38.           INDEMNITY


 


The Directors, Secretary and other officers or servants or agents for
the time being of the Company shall be indemnified out of the assets of the
Company from and against all actions, costs, charges, losses, damages and
expenses in respect of which they may lawfully be indemnified which they or any
of them shall or may incur or sustain by reason of any contract entered into or
any act done, concurred in, or omitted, in or about the execution of their duty


 


31

















 


or supposed duty or in relation thereto, except such (if any) as they
shall incur or sustain by or through their own wilful act, negligence or
default respectively, and none of them shall be answerable for the acts,
receipts, negligence or defaults of the other or others of them, or for joining
in any receipt for the sake of conformity, or for any bankers or other persons
with whom any moneys or effects belonging to the Company shall or may be lodged
or deposited for safe custody, or for any bankers, brokers, or other persons
into whose hands any money or assets of the Company may come, or for any defect
of title of the Company to any property purchased, or for the insufficiency or
deficiency or defect of title of the Company, to any security upon which any
moneys of the Company shall be invested, or for any loss or damage occasioned
by an error of judgement or oversight on their part, or for any other loss,
damage or misfortune whatsoever which shall happen in the execution of their
respective offices or in relation thereto, except the same shall happen by or
through their own wilful act, negligence or default respectively.


 


39.           INSPECTION OF
REGISTERS AND OTHER RECORDS


 


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


 


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


 


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


 


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


 


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


 


32

















 


Names,
Addresses of Subscribers


 


 


CREDIT SUISSE GROUP GUERNSEY BRANCH


Helvetia Court


South Esplanade


St Peter Port


Guernsey


GY1 3WF


 


	
   

  	
  /s/ Mark Hoyow

  
	
   

  	
   

  
	
   

  	
  /s/ Andy Veron

  



 


CREDIT SUISSE NOMINEES (GUERNSEY) LIMITED


Helvetia Court


South Esplanade


St Peter Port


Guernsey


GY1 3JY


 


	
   

  	
  /s/ Julie Bishop

  
	
   

  	
   

  
	
   

  	
  /s/ Peter Wright

  



 


Dated this 6th day of
September, 2006


 


WITNESS to the above
signatures


 


	
  /s/ Anthony L. Le Conte

  	
   

  



 


ANTHONY L LE CONTE


Helvetia Court


South Esplanade


St Peter Port


Guernsey


 


33