Incorporation" has the meaning set
forth in the introduction.
"Spectrum Class L-1 Director" has the meaning set forth in Section 2(c) of
Article Fifth.
"Spectrum Investors" means Spectrum Equity Investors IV, L.P., Spectrum Equity
Investors Parallel IV, L.P., Spectrum IV Investment Managers' Fund, L.P. and any
of their respective Permitted Transferees.
"Stock" has the meaning set forth in Section 1 of Article Fourth.
"Subsidiary" or "Subsidiaries" means any Person in which the Corporation (either
alone or through or together with any other Person), owns, directly or
indirectly, 50% or more of
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the stock or other equity interests which are generally entitled to vote for the
election of the board of directors or other governing body of such Person.
SECTION 2.
THE FOLLOWING RULES OF INTERPRETATION SHALL APPLY TO
THIS SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION:
(A)
UNLESS THE CONTEXT OTHERWISE REQUIRES, (I) WORDS OF ANY GENDER
INCLUDE EACH OTHER GENDER; (II) WORDS USING THE SINGULAR OR PLURAL NUMBER ALSO
INCLUDE THE PLURAL OR SINGULAR NUMBER, RESPECTIVELY; (III) THE TERMS "ARTICLE"
OR "SECTION" REFER TO THE SPECIFIED ARTICLE OR SECTION OF THIS SECOND AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION; (IV) EACH DEFINED TERM HAS ITS
DEFINED MEANING THROUGHOUT THIS SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, WHETHER THE DEFINITION OF SUCH TERM APPEARS BEFORE OR AFTER SUCH
TERM IS USED, (V) THE WORD "INCLUDING" SHALL MEAN "INCLUDING, WITHOUT
LIMITATION," AND (VI) THE WORD "OR" SHALL BE DISJUNCTIVE BUT NOT EXCLUSIVE;
(B)
REFERENCES TO AGREEMENTS AND OTHER DOCUMENTS SHALL BE DEEMED TO
INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO; AND
(C)
REFERENCES TO STATUTES SHALL INCLUDE ALL REGULATIONS PROMULGATED
THEREUNDER AND REFERENCES TO STATUTES OR REGULATIONS SHALL BE CONSTRUED AS
INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING OR
REPLACING THE STATUTE OR REGULATION.
ARTICLE SEVENTH
SECTION 1.
THE PERSONAL LIABILITY OF THE DIRECTORS FOR MONETARY
DAMAGES FOR BREACH OF FIDUCIARY DUTY AS A DIRECTOR OF THE CORPORATION IS HEREBY
ELIMINATED TO THE FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE, AS THE SAME MAY BE AMENDED AND SUPPLEMENTED. ANY REPEAL OR
MODIFICATION OF THIS ARTICLE SEVENTH SHALL NOT ADVERSELY AFFECT ANY RIGHT OR
PROTECTION OF A DIRECTOR OF THE CORPORATION EXISTING HEREUNDER WITH RESPECT TO
ANY ACT OR OMISSION OCCURRING PRIOR TO SUCH REPEAL OR MODIFICATION.
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SECTION 2.
EACH PERSON WHO WAS OR IS A PARTY OR IS MADE A PARTY,
THREATENED TO BE MADE A PARTY TO OR IS INVOLVED IN ANY ACTION, SUIT OR
PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE (A
"PROCEEDING"), BY REASON OF THE FACT THAT HE OR SHE, OR A PERSON OF WHOM HE OR
SHE IS THE LEGAL REPRESENTATIVE, IS OR WAS A DIRECTOR OR OFFICER OF THE
CORPORATION OR IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A DIRECTOR
OR OFFICER OF ANOTHER CORPORATION, OR AS ITS REPRESENTATIVE IN A PARTNERSHIP,
JOINT VENTURE, TRUST OR OTHER ENTERPRISE, INCLUDING SERVICE WITH RESPECT TO
EMPLOYEE BENEFIT PLANS, WHETHER THE BASIS OF