Charter will be deemed to represent the number of shares of Class A Common Stock
that the holder of such shares registered on the stock transfer records of the
Corporation immediately prior to the filing of this Amended and Restated Charter
would be deemed to hold immediately following the filing of this Amended and
III. The Amended and Restated Charter as set forth above was duly adopted
effective December 1, 1997, by the Board of Directors and
shareholders of the Corporation.