T-3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

GSI GROUP CORPORATION

(Issuer)

GSI GROUP INC.

EXCEL TECHNOLOGY, INC.

CAMBRIDGE TECHNOLOGY, INC.

CONTINUUM ELECTRO-OPTICS, INC.

CONTROL LASER CORPORATION

THE OPTICAL CORPORATION

PHOTO RESEARCH, INC.

QUANTRONIX CORPORATION

SYNRAD, INC.

MICROE SYSTEMS CORP.

MES INTERNATIONAL INC.

(Guarantors)

(Names of Applicants)

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(Address of Principal Executive Office)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

Title of Class	Amount
12.25% Senior Secured PIK Election Notes due 2014	$104,100,000 Aggregate Original Principal Amount

Approximate date of proposed public offering:

As soon as practicable after the date of this Application for Qualification.

Sergio Edelstein

President and Chief Executive Officer

Excel Technology Corporation

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

(Name and address of Agent for Service)

With copies to:

Robert D. Sanchez, Esq.

Wilson Sonsini Goodrich & Rosati LLP

1301 Avenue of the Americas, 40^th Floor

New York, New York 10019

and

William R. Baldiga, Esq.

Brown Rudnick LLP

One Financial Center

Boston, Massachusetts 02111

The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.

GENERAL

1. General Information

(a) Form of organization.

Applicant	Form of Organization	Jurisdiction of Organization
GSI Group Corporation (the “Company”)	Corporation	Michigan
GSI Group Inc.	Corporation	New Brunswick, Canada
Excel Technology, Inc.	Corporation	Delaware
Cambridge Technology, Inc.	Corporation	Massachusetts
Continuum Electro-Optics, Inc.	Corporation	Delaware
Control Laser Corporation	Corporation	Florida
The Optical Corporation	Corporation	California
Photo Research, Inc.	Corporation	Delaware
Quantronix Corporation	Corporation	Delaware
Synrad, Inc.	Corporation	Washington
MicroE Systems Corp.	Corporation	Delaware
MES International Inc.	Corporation	Delaware

Except for the Company, each of the foregoing entities shall be referred to herein collectively as the “Guarantors”. The Company and the Guarantors shall be referred to herein collectively as the “Applicants”.

(b) State or other sovereign power under the laws of which organized.

See the information provided in response to Item 1(a).

2. Securities Act Exemption Applicable

The Company will issue, pursuant to the terms and conditions of the Joint Chapter 11 Plan of Reorganization for MES International Inc., GSI Group Inc. and GSI Group Corporation (the “Debtors”), dated November 20, 2009 (as amended or supplemented, the “Plan”) (Case No. 09-14109-PJW), under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), $104,100,000 aggregate principal amount of 12.25% Senior Secured PIK Election Notes due 2014 (the “Notes”) under the indenture to be qualified by this Application for Qualification, the form of which is filed as Exhibit T3C (the “Indenture”), on a pro rata basis to each holder of an allowed Class 5 Note Claim (as defined in the Plan), on the date upon which the Plan becomes effective (the “Effective Date”). Pursuant to the terms of the Plan, the Company shall change its name to “Excel Technology Corporation,” which will be the name of the Company at the time the Notes are issued. Additional information regarding the Debtors and the Plan is set forth in that certain Disclosure Statement relating to the Plan, dated November 20, 2009, of the Debtors.

The Company is relying upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 1145 under the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The applicants believe that the issuance of the Notes to the holders of allowed Class 5 Notes Claims (as defined in the Plan) will satisfy the aforementioned requirements.

2

AFFILIATIONS

3. Affiliates

The following is a list of affiliates of the Applicants as of the date hereof and upon consummation of the Plan.

Affiliate	Jurisdiction of Formation	Owner	Percentage of Voting Securities or Other Bases of Control of Owner
GSI Group Inc.1	Canada	Public shareholders	100.0%
GSI Group Corporation2	Michigan	GSI Group Inc.	100.0%
Excel Technology Japan Kabusiki Kaisha	Japan	GSI Group Inc.	100.0%
GSI Group Singapore Pte. Ltd.	Singapore	GSI Group Inc.	100.0%
GSI Limited Holdings Corporation	Canada	GSI Group Inc.	100.0%
GSI Limited Holdings II Corporation	Canada	GSI Limited Holdings Corporation	100.0%
GSI Group Limited	United Kingdom	GSI Group Inc.	100.0%
GSI Group GmbH	Germany	GSI Group Inc.	100.0%
General Scanning Securities Corporation	Massachusetts	GSI Group Corporation	100.0%
GSI Lumonics Asia Pacific Ltd.	Hong Kong	GSI Group Corporation	100.0%
Excel Technology, Inc.	Delaware	GSI Group Corporation	100.0%
MicroE Systems Corp.	Delaware	GSI Group Corporation	100.0%
MES International Inc.	Delaware	MicroE Systems Corp.	100.0%
GSI Group Precision Technologies (Suzhou) Co., Ltd.	China	GSI Group Limited	100.0%
GSI Lumonics SARL	France	GSI Group Limited	100.0%
Westwind Air Bearings Limited	United Kingdom	GSI Group Limited	100.0%
Cambridge Technology, Inc.	Massachusetts	Excel Technology, Inc.	100.0%
The Optical Corporation	California	Excel Technology, Inc.	100.0%
Control Laser Corporation (d/b/a Baublys Control Laser)	Florida	Excel Technology, Inc.	100.0%
Continuum Electro-Optics, Inc.	Delaware	Excel Technology, Inc.	100.0%
Synrad, Inc.	Washington	Excel Technology, Inc.	100.0%
Photo Research, Inc.	Delaware	Excel Technology, Inc.	100.0%
Quantronix Corporation	Delaware	Excel Technology, Inc.	100.0%
Excel Technology Asia Sdn. Bhd.	Malaysia	Excel Technology, Inc.	100.0%
Excel Technology Europe GmbH	Germany	Excel Technology, Inc.	100.0%
Excel Technology Lanka (Private) Ltd.	Sri Lanka	Excel Technology, Inc.	100.0%
D Green (Electronics) Ltd.	United Kingdom	Excel Technology, Inc.	100.0%
Excel Technology Japan Holding Co., Ltd.	Japan	Excel Technology, Inc.	100.0%
Excel Technology Japan K.K.	Japan	Excel Technology Japan Holding Co., Ltd.	100.0%
Excel Technology Italy Srl	Italy	Excel Technology Europe GmbH	100.0%
Baublys Control Laser GmbH	Germany	Excel Technology Europe GmbH	100.0%
Excel Technology France S.A.S.	France	Excel Technology Europe GmbH	100.0%
Excel Laser Technology Private Limited	India	Excel Technology, Inc.	50.0%

Certain directors and executive officers of the Applicants listed in Item 4 below may also be deemed affiliates of the Applicants by virtue of their respective positions with the Applicants. Certain persons listed in Item 5 may be deemed to be affiliates of the Applicants by virtue of their current and/or anticipated holdings of voting securities of the Applicants.

¹ Pursuant to the Plan, the name of GSI Group Inc. will change to “Excel Technology Inc.” as of the Effective Date.

² Pursuant to the Plan, the name of GSI Group Corporation will change to “Excel Technology Corporation” as of the Effective Date.

3

MANAGEMENT AND CONTROL

4. Directors and Executive Officers

The following tables list the names and offices held by all directors and executive officers of the Applicants as of the date hereof and as of the Effective Date of the Plan.

(a) The Company

Pursuant to the Company’s Articles of Incorporation and Bylaws, the Company does not have a board of directors. Rather, the usual powers, authorities and obligations ordinarily delegated to a board of directors have been assumed by the Company’s sole shareholder, GSI Group Inc. The executive officers of the Company listed below are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	President and Chief Executive Officer
Anthony J. Bellantuoni	Vice President and Secretary

(b) The Guarantors

The directors and officers of GSI Group Inc. are the individuals included in the following table. The executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. On the Effective Date, the board of directors of GSI Group Inc. shall be set at seven members (including the Chief Executive Officer of GSI Group Inc. and five members selected by the holders of the Notes). The identities of the members of the board of directors of GSI Group Inc. shall be disclosed prior to the conclusion of the hearing to confirm the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Richard B. Black	Chairman of the Board of Directors
Sergio Edelstein, Ph.D	President and Chief Executive Officer, Director
Garrett A. Garrettson, Ph.D.	Director
Phillip A. Griffiths, Ph.D.	Director
Marina Hatsopoulos	Director
Byron O. Pond	Director
Benjamin J. Virgilio	Director
Anthony J. Bellantuoni	Vice President of Human Resources
Philippe Brak	President and General Manager
Stephen Webb	Managing Director

The director and officers of Excel Technology, Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, President and Chief Executive Officer
Anthony J. Bellantuoni	Secretary

The directors and officers of Cambridge Technology, Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Redmond P. Aylward	Director, President, Treasurer and Secretary
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary

4

The directors and officers of Continuum Electro-Optics, Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Laurence Cramer	President
Kurt Fredrickson	Vice President - Marketing
Frank Romero	Controller

The directors and officers of Control Laser Corporation are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Greg Anderson	President
Carmela Dimaio	Treasurer/Controller

The directors and officers of The Optical Corporation are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Francis Dominic	President
Gary Keene	Vice President - Operations

The directors and officers of Photo Research, Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Francis Dominic	President
Gary Keene	Vice President - Operations

The directors and officers of Quantronix Corporation are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Scott Benenati	Vice President
Carmela Dimaio	Treasurer/Controller

The directors and officers of Synrad, Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

5

Name	Office
Sergio Edelstein, Ph.D	Director, President and Assistant Secretary
Anthony J. Bellantuoni	Director, Assistant Secretary
Richard B. Black	Director

The directors and officers of MicroE Systems Corp. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, President
Anthony J. Bellantuoni	Director, Vice President and Secretary

The directors and officers of MES International Inc. are the individuals included in the following table. The director and executive officers are expected to continue in office, in accordance with the Plan, immediately following the Effective Date of the Plan. The mailing address of each executive officer is: c/o GSI Group Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730.

Name	Office
Sergio Edelstein, Ph.D	Director, President
Anthony J. Bellantuoni	Director, Vice President and Secretary

5. Principal Owners of Voting Securities

The following tables set forth, as of the date hereof and as of the Effective Date of the Plan, certain information regarding each person known by the Applicants to beneficially own ten percent or more of the respective voting securities of the Applicants.

(a) The Company (as of date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
GSI Group Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Shares, no par value	1,000,000 shares	100%

(b) The Guarantors:

(1) GSI Group Inc.

As of December 3, 2009³:

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Stephen W. Bershad c/o Christopher J. Hewitt, Esq. Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114	Common Shares, no par value	6,251,806 shares	13.1%

As of the Effective Date of the Plan and pursuant to the terms and conditions therein, GSI Group Inc. shall issue (i) new common shares to holders of note claims in Class 5 (as defined in the Plan), which total amount in the aggregate shall be equal to 81.4% of the outstanding capital stock of GSI Group Inc. and (ii) new common shares to holders of equity interests of GSI Group Inc. in Class 6A (as defined in the Plan), which total amount in the aggregate shall be equal to 18.6% of the outstanding capital stock of GSI Group Inc.

(2) Excel Technology, Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
GSI Group Corporation 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.001 par value per share	1,000 shares	100%

³ Information obtained from Schedule 13D filed by Mr. Bershad with the SEC on December 3, 2009.

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(3) Cambridge Technology, Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, no par value	1 share	100%

(4) Continuum Electro-Optics, Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.001 par value per share	10 shares	100%

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(5) Control Laser Corporation (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.01 par value per share	1 share	100%

(6) The Optical Corporation (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, no par value	1 share	100%

(7) Photo Research, Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, no par value	1 share	100%

(8) Quantronix Corporation (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.01 par value per share	1 share	100%

(9) Synrad, Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
Excel Technology, Inc. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, no par value	1 share	100%

(10) MicroE Systems Corp. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
GSI Group Corporation 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.01 par value per share	100 shares	100%

(11) MES International Inc. (as of the date hereof and as of the Effective Date of the Plan):

Name and Complete Mailing Address	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
MicroE Systems Corp. 125 Middlesex Turnpike Bedford, Massachusetts 01730	Common Stock, $.001 par value per share	10,000 shares	100%

8

UNDERWRITERS

6. Underwriters

(a) The name and complete mailing address of each person who, within three years to the date of filing this application, acted as an underwriter of any securities of the Applicants which were outstanding on the date of filing the application is listed below, along with the title of each class of securities underwritten by the underwriter:

Name	Address
None

(b) There is no proposed principal underwriter for the Notes that are proposed to be offered in connection with the Indenture that is to be qualified under this application.

9

CAPITAL SECURITIES

7. Capitalization

(a) The following tables set forth certain information with respect to each authorized class of securities of the Applicants to be outstanding as of the Effective Date of the Plan. Each of the Applicants (other than the Company) is a guarantor of the Notes.

(i) The Company:

Title of Class	Amount Authorized	Amount Outstanding
Common shares	6,000,000 shares	1,000,000 shares
12.25% Senior Secured PIK Election Notes due 2014	$104,100,000*	$104,100,000

* Plus accrued and unpaid interest

(ii) The Guarantors:

Title of Class	Amount Authorized	Amount Outstanding
GSI Group Inc.
Common shares	Unlimited	N/A**
Warrants***	N/A	N/A
Excel Technology, Inc.
Common stock	20,000,000 shares	1,000 shares
Preferred stock	2,000,000 shares	0 shares
Cambridge Technology, Inc.
Common stock	100,000 shares	1 share
Continuum Electro-Optics, Inc.
Common stock	1,500 shares	10 shares
Control Laser Corporation
Common stock	2,000,000 shares	1 share
The Optical Corporation
Common stock	1,000,000 shares	1 share
Photo Research, Inc.
Common stock	100 shares	1 share
Quantronix Corporation
Common stock	3,000,000 shares	1 share
Preferred stock	500,000 shares	0 shares
Synrad, Inc.
Common stock	200 shares	1 share
MicroE Systems Corp.
Common stock	100 shares	100 shares
MES International Inc.
Common stock	10,000 shares	10,000 shares

** Upon consummation of the Plan, common shares shall be issued in accordance with the terms and conditions of the Plan to holders of note claims in Class 5 (as defined in the Plan) and holders of equity interests of GSI Group Inc. in Class 6A (as defined in the Plan).

*** Upon consummation of the Plan, warrants shall be issued in accordance with the terms and conditions of the Plan to holders of equity interests of GSI Group Inc. in Class 6A (as defined in the Plan).

(b) According to the Articles of Incorporation of the Company, as amended, the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Company’s common stock, no par value, are as provided under Michigan law. Each holder of common shares or common stock of each Guarantor is entitled to one vote for each such security held on all matters submitted to a vote of securityholders. The warrants of GSI Group Inc. do not entitle the prospective holders thereof to any voting rights with respect to matters submitted to a vote of securityholders.

10

INDENTURE SECURITIES

8. Analysis of Indenture Provisions

The following analysis is not a complete description of the Indenture provisions discussed and is qualified in its entirety by reference to the terms of the Indenture, a form of which is attached as Exhibit T3C hereto and incorporated by reference herein. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change prior to its execution. Capitalized terms used but not defined in Section 8 have the meanings assigned to them in the Indenture.

(a) Events of Default

Each of the following is an “Event of Default”:

(1) failure by the Issuer to pay interest (whether in cash or in the form of PIK Notes or an increase in the principal amount of Notes as a result of a PIK Payment or otherwise) on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay to Holders the principal on or any other amount (other than interest) in respect of any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise, including pursuant to any offer to purchase in connection with an Asset Sale or Section 4.07 of the Indenture;

(3) failure by the Issuer to comply with Section 5.01 of the Indenture, or an offer to redeem or repurchase the Notes, if required, upon an Asset Sale or pursuant to Section 4.07 of the Indenture;

(4) failure by Parent or the Issuer to comply with any other agreement or covenant in this Indenture or Security Documents and continuance of this failure for 45 days (other than Section 4.02 of the Indenture, which shall be 60 days) after notice of the failure has been given to the Issuer by the Trustee, by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding or by the beneficial owners of at least 25% of the aggregate principal amount of the Notes then outstanding; provided, however, that notice from the beneficial owners pursuant to Section 6.01(4) of the Indenture shall be deemed proper only if, and as of such date, the Issuer has received such information and certifications (including from the Holder of the Note or any Agent Member) reasonably necessary to determine that the person(s) providing such notice are beneficial owners of such Notes (for purposes of Section 6.01(4) of the Indenture, the term “beneficial owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act); or

(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Parent or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Initial Issue Date, which default:

(a) is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof, or

(b) that has resulted in the acceleration of such Indebtedness prior to its express final maturity, and

in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a) or (b) has occurred and is continuing, aggregates $10.0 million or more;

(6) one or more judgments or orders that exceed $10.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Parent or any Restricted Subsidiary and such judgment or judgments have not been satisfied, discharged, bonded (by providing insurance, letters of credit or other financial assurance), stayed or stayed pending appeal, annulled or rescinded within 60 days of being entered;

(7) the Issuer, the Parent or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer, the Parent or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer, the Parent or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Parent or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer, the Parent or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days;

(9) any Note Guarantee of any Significant Subsidiary or the Parent ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the Note Guarantee); or

(10)

(a) the repudiation or disaffirmation by the Issuer or any Guarantor of its obligations under any of the Security Documents;

(b) the determination in a judicial proceeding that any of the Security Documents is unenforceable or invalid against the Issuer or any Guarantor for any reason with respect to any material portion of the Collateral; or

(c) any Security Document shall cease to be in full force and effect (other than in accordance with the terms of the applicable Security Document and the Indenture), or cease to be effective to grant the Collateral Agent a perfected Lien on the Collateral to the extent required thereby and with the priority purported to be created thereby, in each case under this clause (10)(c), with respect to any material portion of the Collateral.

If any Event of Default (other than of a type specified in clauses (7) or (8) above) shall have occurred and be continuing, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in the aggregate principal amount of the then outstanding Notes, by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately.

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Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately; provided, however, that after such acceleration, but before a judgment or decree based on such acceleration, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind and annul such acceleration of the Notes if certain conditions set forth in Section 6.02 of the Indenture are met. In the case of an Event of Default arising under clauses (7) or (8) above, all outstanding Notes will become due and payable immediately without further action or notice.

Subject to certain provisions of the Indenture, the Holders of a majority in aggregate principal amount of the then outstanding Notes may waive any existing Default or compliance with any provision of the Indenture or the Notes, other than (a) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest or additional interest on, any Note, (b) a Default or Event of Default described in clause (7) or (8) above, or (c) any Default or Event of Default in respect of any provision of this Indenture or the Notes which, under Section 8.02 of the Indenture, cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, the Indenture or the Security Documents and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by the Trustee under Section 6.03 of the Indenture shall be reimbursed to the Trustee by the Issuer.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by the Indenture or any Security Document. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or any Security Document or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may result in costs and expenses of the Trustee for which it has no source of payment or recovery or involve it in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Under the Indenture, the Trustee will, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01 of the Indenture, the Trustee shall be protected in withholding such notice if and so long as a committee of its responsible officers in good faith determines that the withholding of such notice is in the interests of the Holders.

(b) Authentication and Delivery of Notes; Use of Proceeds

Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by manual or facsimile signature.

No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in the Indenture executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under the Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered under the Indenture but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 of the Indenture, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

The Notes will be issued to holders of Allowed Class 5 Note Claims pursuant to the Plan. As a result, the Company will not realize any proceeds from such issuance.

(c) Release of Liens on Collateral

The Issuer’s obligations under the Indenture and the Notes, and each of the Guarantor’s obligations under the Indenture, will be secured by a first priority perfected security interest on all of the property and assets of each Grantor (as defined in the Security Agreement).

Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in connection with a sale of Collateral in accordance with the terms of Section 4.09 of the Indenture (i) upon the request of the Parent or the Issuer pursuant to an Officers’ Certificate certifying that all terms for release and conditions precedent hereunder and under the applicable Security Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of the Indenture that authorizes such release or (ii) on the terms set forth in the Security Documents and pursuant to or in connection with a transaction permitted under this Indenture. To the extent any action on the part of the Trustee is required to effectuate any release of any Lien on any Collateral, the Trustee will release, and will give any necessary consent, waiver or instruction to the Collateral Agent, to release (at the sole cost and expense of the Issuer) (i) all Collateral that is contributed, sold, leased conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease conveyance, transfer or other disposition is or will be in accordance with the provisions of the Indenture, including without limitation, Section 4.09 of the Indenture and that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Holders pursuant to Article 8 of the Indenture, (iii) all Collateral (except as provided in Article 9 of the Indenture) upon discharge or defeasance of this Indenture in accordance with Article 9 of the Indenture; (iv) all Collateral upon the payment in full of all obligations of the Issuer with respect to principal or interest on the Notes and any and all Obligations outstanding, due and payable under this Indenture at the time the Notes are prepaid in full; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 10.04 of the Indenture. Upon receipt of such Officers’ Certificate, an Opinion of Counsel and any other opinions or certificates required by the Indenture and the TIA, the Trustee will execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted or required to be released pursuant to the Indenture and the Security Documents.

The Trustee may release Collateral from the Lien and security interest created by the Indenture and the Security Documents upon the sale or disposition of Collateral in accordance with the provisions of the Indenture, including without limitation, Section 4.09 of the Indenture or the subjecting of any Collateral to the Lien securing Indebtedness pursuant to the Trustee’s powers, rights and duties with respect to remedies provided under any of the Security Documents.

The release of any Collateral from the terms of the Indenture and the Security Documents will not be deemed to impair the security under the Indenture in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to the terms thereof. To the extent applicable, the Parent or the Issuer will cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care.

12

No collateral will be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless there shall have been delivered to the Trustee the certificates required by the Section 10.08 of the Indenture.

(d) Satisfaction and Discharge of the Indenture and Security Documents

The Issuer may terminate its obligations and the obligations of the Issuer and the Guarantors under the Notes, the Security Documents, the Note Guarantees and the Indenture, except the obligations referred to in the last paragraph of this subsection (d) below, if the Parent or the Issuer has paid or caused to be paid all sums payable by it under this Indenture, and

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Parent or the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation, or

(2) (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable at the maturity date, within one year or (iii) have been or are to be called for redemption within one year pursuant to paragraph 7 of the Notes, and, in the case of (i), or (ii), or (iii), the Parent or the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, or (b) the Parent or the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, if required by the Trustee, the Parent or the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with.

After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s, and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified below.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Sections 7.07, 9.07 and 9.08 of the Indenture will survive such satisfaction and discharge.

(e) Evidence Required to be Furnished by the Issuer to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

The Issuer or the Parent are required to deliver to the Trustee, within 90 days after the end of each fiscal year ended December 31st, an Officers’ Certificate stating that a review of the activities of the Parent and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in the Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions thereof (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action they are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer and the Guarantors are taking or propose to take with respect thereto. So long as any of the Notes are outstanding, the Issuer is required to deliver to the Trustee, forthwith upon any Officer becoming aware of any Default, an Officers’ Certificate specifying such Default and what action the Issuer and the Guarantors are taking or propose to take with respect thereto.

9. Other Obligors

Other than each of the Applicants, no other person is an obligor with respect to the Notes.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered 1 to 16, consecutively (including an attached Exhibit Index).

(b) The statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture to be qualified.

(c) The following Exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee:

Exhibit T3A.1*	Articles of Incorporation of GSI Group Corporation, in effect as of the date hereof.
Exhibit T3A.2	Certificate and Articles of Continuance of GSI Group Inc., in effect as of the date hereof, incorporated by reference to the Registration Statement on Form S-4/A (Amendment No. 2) of Lumonics Inc., filed February 11, 1999.
Exhibit T3A.3*	Restated Certificate of Incorporation of Excel Technology, Inc., in effect as of the date hereof.
Exhibit T3A.4*	Articles of Incorporation of Cambridge Technology, Inc., in effect as of the date hereof.
Exhibit T3A.5*	Certificate of Incorporation of Continuum Electro-Optics, Inc., in effect as of the date hereof.
Exhibit T3A.6*	Articles of Incorporation of Control Laser Corporation, in effect as of the date hereof.
Exhibit T3A.7*	Articles of Incorporation of The Optical Corporation, in effect as of the date hereof.
Exhibit T3A.8*	Certificate of Incorporation of Photo Research, Inc., in effect as of the date hereof.
Exhibit T3A.9*	Restated Certificate of Incorporation of Quantronix Corporation, in effect as of the date hereof.

13

Exhibit T3A.10*	Articles of Incorporation of Synrad, Inc., in effect as of the date hereof.
Exhibit T3A.11*	Certificate of Incorporation of MicroE Systems Corp., in effect as of the date hereof.
Exhibit T3A.12*	Certificate of Incorporation of MES International Inc., in effect as of the date hereof.
Exhibit T3B.1*	Bylaws of GSI Group Corporation, in effect as of the date hereof.
Exhibit T3B.2	By-Law No. 1 of GSI Group Inc., incorporated by reference to the Registration Statement on Form S-4/A (Amendment No. 2) of Lumonics Inc., filed February 11, 1999.
Exhibit T3B.3*	By-laws of Excel Technology, Inc., in effect as of the date hereof
Exhibit T3B.4*	By-laws of Cambridge Technology, Inc., in effect as of the date hereof.
Exhibit T3B.5*	By-laws of Continuum Electro-Optics, Inc., in effect as of the date hereof.
Exhibit T3B.6*	By-laws of Control Laser Corporation, in effect as of the date hereof.
Exhibit T3B.7*	By-laws of The Optical Corporation, in effect as of the date hereof.
Exhibit T3B.8*	By-laws of Photo Research, Inc., in effect as of the date hereof.
Exhibit T3B.9*	By-laws of Quantronix Corporation, in effect as of the date hereof.
Exhibit T3B.10*	By-laws of Synrad, Inc., in effect as of the date hereof.
Exhibit T3B.11*	Amended and Restated By-laws of MicroE Systems Corp., in effect as of the date hereof.
Exhibit T3B.12*	By-laws of MES International Inc., in effect as of the date hereof.
Exhibit T3C*	Form of Indenture among GSI Group Corporation (to be renamed Excel Technology Corporation), the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
Exhibit T3D	Not applicable.
Exhibit T3E-1**	Disclosure Statement.
Exhibit T3E-2**	Ballots.
Exhibit T3F*	Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith).
Exhibit 25.1*	Statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture to be qualified.

* Filed herewith.

** To be filed by amendment.

14

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, each of the applicants listed below has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of New York and State of New York, on the 14th day of January 2010.

GSI GROUP CORPORATION
By:	/s/ Sergio Edelstein
Name: Title:	Sergio Edelstein President and Chief Executive Officer
GSI GROUP INC. EXCEL TECHNOLOGY, INC. CAMBRIDGE TECHNOLOGY, INC. CONTINUUM ELECTRO-OPTICS, INC. CONTROL LASER CORPORATION THE OPTICAL CORPORATION PHOTO RESEARCH, INC. QUANTRONIX CORPORATION SYNRAD, INC. MICROE SYSTEMS CORP. MES INTERNATIONAL INC.
By:	/s/ Sergio Edelstein
Name: Title:	Sergio Edelstein Director

ATTEST:	/s/ Danielle M. Bennett
Name: Title:	Danielle M. Bennett Witness

15

EXHIBIT INDEX

Exhibit T3A.1*	Articles of Incorporation of GSI Group Corporation, in effect as of the date hereof.
Exhibit T3A.2	Certificate and Articles of Continuance of GSI Group Inc., in effect as of the date hereof, incorporated by reference to the Registration Statement on Form S-4/A (Amendment No. 2) of Lumonics Inc., filed February 11, 1999.
Exhibit T3A.3*	Restated Certificate of Incorporation of Excel Technology, Inc., in effect as of the date hereof.
Exhibit T3A.4*	Articles of Incorporation of Cambridge Technology, Inc., in effect as of the date hereof.
Exhibit T3A.5*	Certificate of Incorporation of Continuum Electro-Optics, Inc., in effect as of the date hereof.
Exhibit T3A.6*	Articles of Incorporation of Control Laser Corporation, in effect as of the date hereof.
Exhibit T3A.7*	Articles of Incorporation of The Optical Corporation, in effect as of the date hereof.
Exhibit T3A.8*	Certificate of Incorporation of Photo Research, Inc., in effect as of the date hereof.
Exhibit T3A.9*	Restated Certificate of Incorporation of Quantronix Corporation, in effect as of the date hereof.
Exhibit T3A.10*	Articles of Incorporation of Synrad, Inc., in effect as of the date hereof.
Exhibit T3A.11*	Certificate of Incorporation of MicroE Systems Corp., in effect as of the date hereof.
Exhibit T3A.12*	Certificate of Incorporation of MES International Inc., in effect as of the date hereof.
Exhibit T3B.1*	Bylaws of GSI Group Corporation, in effect as of the date hereof.
Exhibit T3B.2	By-Law No. 1 of GSI Group Inc., incorporated by reference to the Registration Statement on Form S-4/A (Amendment No. 2) of Lumonics Inc., filed February 11, 1999.
Exhibit T3B.3*	By-laws of Excel Technology, Inc., in effect as of the date hereof
Exhibit T3B.4*	By-laws of Cambridge Technology, Inc., in effect as of the date hereof.
Exhibit T3B.5*	By-laws of Continuum Electro-Optics, Inc., in effect as of the date hereof.
Exhibit T3B.6*	By-laws of Control Laser Corporation, in effect as of the date hereof.
Exhibit T3B.7*	By-laws of The Optical Corporation, in effect as of the date hereof.
Exhibit T3B.8*	By-laws of Photo Research, Inc., in effect as of the date hereof.
Exhibit T3B.9*	By-laws of Quantronix Corporation, in effect as of the date hereof.
Exhibit T3B.10*	By-laws of Synrad, Inc., in effect as of the date hereof.
Exhibit T3B.11*	Amended and Restated By-laws of MicroE Systems Corp., in effect as of the date hereof.
Exhibit T3B.12*	By-laws of MES International Inc., in effect as of the date hereof.
Exhibit T3C*	Form of Indenture among GSI Group Corporation (to be renamed Excel Technology Corporation), the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
Exhibit T3D	Not applicable.
Exhibit T3E-1**	Disclosure Statement.
Exhibit T3E-2**	Ballots.
Exhibit T3F*	Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith).
Exhibit 25.1*	Statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture to be qualified.

* Filed herewith.

** To be filed by amendment.

16

EX-99.T3A.1

Exhibit T3A.1

(Please do not write in spaces below — for Department use)

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
	Date Received

(See Instructions on Reverse Side)

(For Use by Profit Domestic Corporations)

SCHEDULE 1.f

RESTATED ARTICLES OF INCORPORATION

INSERT CORPORATION NUMBER   0     4     7     —     9     4     9

1. These Restated Articles of Incorporation are executed pursuant to the provisions of Sections 641-643. Act 284. Public Acts of 1972, as amended.

2. The present name of the corporation is PHOTON SOURCES, INC.

3. All former names of the corporation are as follows:

None

4. The date of filing the original articles of incorporation was

November 21, 1967

5. The following Restated Articles of Incorporation supersede the original Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation:

ARTICLE I.

The name of the corporation is PHOTON SOURCES, INC.

ARTICLE II.

The purpose or purposes for which the corporation is organized are:

to engage in any activity within the purposes for which
corporations may be organized under the Business
Corporation Act of Michigan

GOLD SEAL APPEARS ONLY ON ORIGINAL

  ARTICLE III.

The total authorized capital stock is:
1.	{	Common Shares	3000000	Par Value Per Share	$	.0001
		Preferred Shares		Par Value Per Share	$
and/or shares without par value as follows:
2.	{	Common Shares		Stated Value Per Share	$
		Preferred Shares		Stated Value Per Share	$
3. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:
Those provided by Michigan law.

  ARTICLE IV.

The address of the current registered office is:
615 Griswold	Detroit	,    Michigan	48226
(No. and Street)	(Town or City)		(Zip Code)
The mailing address of the current registered office is (need not be completed unless different from above address):
same		,    Michigan
(No. and Street)	(Town or City)		(Zip Code)
The name of the current resident agent is	The Corporation Company

  ARTICLE V.

The duration of the corporation, if other than perpetual, is

  ARTICLE VI. (Optional: Delete Article VI if not applicable.)

    When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing  ³/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII. (Additional provisions, if any, may be inserted here.)

Article VI

Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

Article VII

A shareholder may participate in a shareholder meeting by a conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants.

This form of participation in a meeting shall constitute presence in person at the meeting.

(Use the following clause if the Restated Articles of Incorporation do not amend the Articles of Incorporation.)

1. These Restated Articles of Incorporation were duly adopted by the Board of Directors on the                      day of                     , 19        , in accordance with the provisions of Section 642, Act 284, Public Acts of 1972, as amended.

2. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.

Signed this day of     , 19

By
	(Signature of President, Vice-President, Chairperson or Vice-Chairperson)
(Type or Print Name and Title)

(Use the following clause if the Restated Articles of Incorporation Further amends the Articles of Incorporation.)

1. These Restated Articles of Incorporation were duly adopted by the shareholders on the     31st       day of       December      , 19  85    , in accordance with the provisions of Section 647, Act 284, Public Acts of 1972, as amended. The necessary number of shares as required by statue were voted in favor of the Restated Articles of Incorporation.

Signed as of this 31st day of     December , 19 85

By	/s/    RICHARD P. SCHERER
	(Signature of President, Vice-President, Chairperson or Vice-Chairperson)
Richard P. Scherer, President
(Type or Print Name and Title)

(See Instructions on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX

BELOW. (Include name, street and number (or P.O. box), city, state and zip code.)

Margaret Schilt Austin Dobson, Griffin, Austin & Berman, P.C. 500 City Center Building Ann Arbor, Michigan 48104	Telephone:
	Area Code	313
	Number	761-3780

INFORMATION AND INSTRUCTIONS

Restated Articles of Incorporation — Profit Domestic Corporations

1.      Submit one original copy of the Restated Articles of Incorporation. Upon the filing, a microfilm copy will be prepared for the records in the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

2.      Section 641 of the law provides that a corporation may integrate into a single instrument the provisions of its Articles of Incorporation which are currently in effect and operative and, at the same time, may also further amend the Articles by adopting Restated Articles of Incorporation.

3.      Restated Articles of Incorporation which do not amend the Articles may be adopted by the Board of Directors without a vote of the shareholders.

4.      Restated Articles’ of Incorporation which amend the Articles of Incorporation require adoption by the shareholders.

5.      The Restated Articles of Incorporation must be signed in ink by the chairperson or vice-chairperson of the board of directors or the president or a vice-president of the corporation.

6.      An effective date, no later than 90 days subsequent to the date of filing, may be stated in the Restated Articles of Incorporation.

7.      Since the corporate documents are microfilmed for the Bureau’s files, it is imperative that the document submitted for filing be legible so that a usable microfilm can be obtained. Corporate documents with poor black and white contrast, whether due to the use of a worn typewriter ribbon or due to a poor quality of reproduction, will be rejected.

8.      FEES:  Filing Fee                                                                                                                                                                 $10.00

         Franchise Fee {payable only in case of increase in authorized capital stock} —  ¹/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock — (Make remittance payable to State of Michigan)

9.      Mail form and fees to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48909

Tel. (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE]

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)		Date Received
	FILED OCT 20 1986 Administrator MICHIGAN DEPT. OF COMMERCE Corporation & Securities Bureau	OCT 20 1986

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

(Please read instructions on last page before completing form)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1.      The name of the corporation is:
PHOTON SOURCES, INC.
2.      The corporation identification number (CID) assigned by the Bureau is:		0	4	7	—	9	4	9
3.      The location of its registered office is:
	12163 Globe Road                                                              Livonia		, Michigan			48150
	(Street Address)                                                                                          (City)					(ZIP Code)

4.      Article         I                                                                      of the Articles of incorporation is hereby amended to read as follows:

         Article I. The name of the Corporation is Lumonics Materials Processing Corp.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5.	The foregoing amendment to the Articles of Incorporation was duly adopted on the
	6th	day of	October	, 19	86        ,
	in accordance with the provisions of the Act.

This Amendment (Complete and execute either a or b below, but not both.)

a. ¨ was duly adopted by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees.

Signed this                 day of                                                                                                                                                            , 19        .

(Signatures of all incorporators: type or print name under each signature)

b. (Check one of the following)

¨ was duly adopted by the shareholders or members, or by the directors if it is a nonprofit corporation organized on a nonstock directorship basis, in accordance with Section 611(2) of the Act. The necessary votes were cast in favor of the amendment.

¨ was duly adopted by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407 (1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)

x was duly adopted by written consent of all the shareholders or members entitled to vote in accordance with Section 407 (3) of the Act.

Signed this 16th day of         October        , 1986
By	/s/    STEPHEN G. WHISNER
	(Signature)
Stephen G. Whisner, Vice President – Finance
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED

IN THE BOX BELOW, include name, street and number (or P.O. box),

city, state and ZIP code.

MARK W. GRIFFIN DOBSON, GRIFFIN, AUSTIN AND BERMAN, P.C. 500 CITY CENTER BUILDING ANN ARBOR, MICHIGAN 48104	Telephone:
	Area Code	313
	Number	761-3780

INFORMATION AND INSTRUCTIONS

1.      Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

         Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

2.      This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic corporation.

3.      Item 2 – Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

4.      Item 4 – The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identified sections, only the sections being amended need be included.

5.      This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

6.      If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

7.      FEES: Filing fee (Make remittance payable to State of Michigan)                                                                                   $10.00

         Franchise fee for profit corporations (payable only if authorized capital stock has increased) —  ¹/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock.

8.      Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48908

Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

861B#9288    111D    DR6&FI    $10.00

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)		Date Received
	FILED NOV 13 1986 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau	NOV 10 1986

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

(Please read instructions on last page before completing form)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 152, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1.      The name of the corporation is: LUMONICS MATERIALS PROCESSING CORP.
2.      The corporation identification number (CID) assigned by the Bureau is:		0	4	7	—	9	4	9
3.      The location of its registered office is:
	12163 Globe Road                                                                              Livonia		, Michigan			48150
	(Street Address)                                                                                                                                            (City)					(ZIP Code)

4.      Article         I                                                                      of the Articles of incorporation is hereby amended to read as follows:

           ARTICLE I. The name of the Corporation is Lumonics Materials Processing Corp.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5.	The foregoing amendment to the Articles of Incorporation was duly adopted on the
	6th	day of	October	, 19	86        ,
	in accordance with the provisions of the Act.

This Amendment            (Complete and execute either a or b below, but not both.)
a.	¨	was duly adopted by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees.
		Signed this	day of	, 19	.

	(Signatures of all incorporators; type or print name under each signature)
b.	(Check one of the following)
	¨	was duly adopted by the shareholders or members, or by the directors if it is a nonprofit corporation organized on a nonstock directorship basis, in accordance with Section 611(2) of the Act. The necessary votes were cast in favor of the amendment.
	¨	was duly adopted by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)
	x	was duly adopted by written consent of all the shareholders or members entitled to vote in accordance with Section 407 (3) of the Act.

Signed this		6	day of	NOV	,19	86
By	/s/    JOHN T. MCALLISTER
	(Signature)
John T. McAllister, Executive Vice President
(Type of Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED

IN THE BOX BELOW. Include name, street and number (or P.O. box),

city, state and ZIP code.

MARK W. GRIFFIN DOBSON, GRIFFIN, AUSTIN AND BERMAN, P.C. 500 CITY CENTER BUILDING ANN ARBOR, MICHIGAN 48104	Telephone:
	Area Code	313
	Number	761-3780

INFORMATION AND INSTRUCTIONS

1.      Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

2.      This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic corporation.

3.      Item 2 – Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

4.      Item 4 – The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identified sections, only the sections being amended need be included.

5.      This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

6.      If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

7.      FEES:    Filing fee (Make remittance payable to State of Michigan)                                                                                  $10.00

Franchise fee for profit corporations (payable only if authorized capital stock has increased) – ½ mill (.0005) on each dollar of increase over highest previous authorized capital stock.

8.      Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48909

Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

872A#2130 1221 org&fi $10.00

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)		Date Received
	FILED	DEC 21 1987
	JAN 11 1988
	Administrator
	MICHIGAN DEPARTMENT OF COMMERCE
	Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit corporations), the undersigned corporation executes the following Certificate:

1.      The present name of the corporation is:
LUMONICS MATERIAL PROCESSING CORP.
2.      The corporation identification number (CID) assigned by the Bureau is:		0	4	7	—	9	4	9
3.      The location of its registered office is:
	12163 Globe Road                                                              Livonia		, Michigan			48150
	(Street Address)                                                                                           (City)					(ZIP Code)

4.      Article         VIII                                 of the Articles of Incorporation is hereby amended to read as follows:

         Article VIII.  The corporation shall have no Board of Directors. The usual powers, authorities and obligations ordinarily delegated to the Board of Directors shall be assumed by the Shareholder of the Corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE IN CORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a.       ¨ The foregoing amendment to the Articles of Incorporation was duly adopted on the                day of                         , 19        , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees.

Signed this                 day of                                                                                                                                       , 19            

(Signatures of all incorporators; type or print name under each signature)

b.       x The foregoing amendment to the Articles of incorporation was duly adopted on the 30th day of, September , 1987. The amendment: (check one of the following)

¨ was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment.

¨ was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis.

¨ was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)

x was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act.

Signed this 5th day of         October             , 1987 LUHONICS INC.
By	/s/    ROBERT ATKINSON
	(Signature)
	Per: Robert Atkinson, xxxxxx Chairman
RJ. ATKINSON
	(Type or Print Name)                         (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
Date Received	(FOR BUREAU USE ONLY)
Name Timothy R. Damschroder Bodman, Longley & Dahling LLP
Address 110 Miller, Suite 300
City                       State                       Zip Ann Arbor, MI 48104		EFFECTIVE DATE:

Document will be returned to the name and address you enter above.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Profit and Nonprofit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following certificate:

1.	The present name of the corporation is: Lumonics Corporation
2.	The identification number assigned by the Bureau is: 047-949
3.	The location of its registered office is:
	19776 Haggerty Road, Livonia,		MICHIGAN 48152-1016
	(Street Address)	(City)	(Zip Code)

4.	Article I of the Articles of Incorporation is hereby amended to read as follows:
	The name of the corporation is: GSI Lumonics Corporation

GOLD SEAL APPEARS ONLY ON ORIGINAL

5.      (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)

The foregoing amendment to the Articles of Incorporation were duly adopted on the          day of                     , 19        , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.

Signed this                 day of                                                                                                                                            , 19
(Signature)	(Signature)
(Type or Print Name)	(Type or Print Name)
(Signature)	(Signature)
(Type or Print Name)	(Type or Print Name)

6. For profit corporations, and for nonprofit corporations whose articles state the corporation is organized on a stock or on a membership basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted on 25th day of March, 1999, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)

¨ at a meeting. The necessary votes were cast in favor of the amendment.

¨ by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)

x by written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act of a profit corporation.

¨ by the board of a profit corporation pursuant to Section 611(2).

Signed this 25th day of March, 1999
By:	/s/    MARK W. GRIFFIN
	(Signature of President, Vice-President, Chairperson or Vice-Chairperson)
Mark W. Griffin, Secretary
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

2. The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.

3. (Delete if not applicable)

4. (Delete if not applicable)

5.	(Complete only if an effective date is desired other than the date of filing)
	The merger shall be effective on the   30                    day of   June                                                         ,   2004

Signed this   17th            day of   June                                ,   2004
	GSI Lumonics Corporation
	(Name of parent corporation)
By:	/s/    CHARLES D. WINSTON
	(Signature of an authorized officer or agent)
	Charles D. Winston
	(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	ADJUSTED PURSUANT TO
JUN 23 2005	TELEPHONE AUTHORIZATION
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.	FILED JUN 23 2005 Administrator BUREAU OF COMMERCIAL SERVICES
Name   Paula K. Andrews, Esq.
Address   Hinckley, Allen & Snyder LLP, 28 State Street
City                                State                                             Zip Code      Boston                    MA                                               02109-1775			EFFECTIVE DATE: 06/27/05

	Document will be returned to the name and address you enter above.
	If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Profit and Nonprofit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1.	The present name of the corporation is:	GSI Lumonics Corporation
2.	The identification number assigned by the Bureau is:	047-949

3. Article I of the Articles of Incorporation is hereby amended to read as follows:   The name of the corporation is: GSI Group Corporation   THE EFFECTIVE DATE OF THE AMENDMENT SHALL BE: JUNE 27, 2005    

GOLD SEAL APPEARS ONLY ON ORIGINAL

COMPLETE ONLY ONE OF THE FOLLOWING:

4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)
	The foregoing amendments to the Articles of Incorporation was duly adopted on the                                               day of
	,                         , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
	Signed this                          day of                                     ,
	(Signature)	(Signature)
	(Type or Print Name)	(Type or Print Name)
	(Signature)	(Signature)
	(Type or Print Name)	(Type or Print Name)

5. (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)
	The foregoing amendment to the Articles of incorporation was duly adopted on the                 20th                 day of
	June                ,         2005        , by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)
		¨	at a meeting the necessary votes were cast in favor of the amendment.
		¨	by written consent of the shareholders of members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)
		x	by written consent of all the shareholders or members entitled to vote in accordance with section 407(8) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.
		¨	by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation.
		¨	by the board of a profit corporation pursuant to section B11(2).
	Profit Corporations and Professional Service Corporations			Nonprofit Corporations
	Signed this     21st day of         June        ,     2005			Signed this                  day of                                 ,
	By	/s/    THOMAS R. SAWIN		By
		(Signature of an authorized officer or agent)			(Signature President, Vice-President, Chairperson or Vice-Chairperson)
		Thomas R. Swain, VP and CFO
		(Type or Print Name)			(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received	(FOR BUREAU USE ONLY)
	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name Timothy R. Damschroder – Bodman LLP
Address 201 South Division, Suite 400
City                                                   State                                                 Zip Code Ann Arbor, Michigan 48104
Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.		EFFECTIVE DATE:

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Profit and Nonprofit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is:	GSI Group Corporation
		047949
2. The identification number assigned by the Bureau is:
3. Article             III                 of the Articles of Incorporation is hereby amended to read as follows: The total authorized shares are 6,000,000 common shares.

GOLD SEAL APPEARS ONLY ON ORIGINAL

COMPLETE ONLY ONE OF THE FOLLOWING:

4. Profit or Nonprofit Corporation: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.
	The foregoing amendment to the Articles of Incorporation was duly adopted on the                                                   day of
	,                      , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
	Signed this                 day of                                         ,
	(Signature)	(Signature)
	(Type or Print Name)	(Type or Print Name)
	(Signature)	(Signature)
	(Type or Print Name)	(Type or Print Name)

5. Profit Corporation Only: Shareholder or Board Approval
	The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the 20             day of August            , 2008        , by the: (check one of the following)
		¨	shareholders at a meeting in accordance with Section 611(3) of the Act.
		¨	written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)
		x	written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.
		¨	board of a profit corporation pursuant to section 611(2) of the Act.

	Profit Corporations and Professional Service Corporations
	Signed this 20     day of August             , 2008
	GSI GROUP INC.
By	/s/    DANIEL J. LYNE
	(Signature of an authorized officer or agent)
	Daniel J. Lyne, Vice President & General Counsel
	(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-99.T3A.3

Exhibit T3A.3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/13/1990

700317030 – 2060068

RESTATED CERTIFICATE OF INCORPORATION

OF

EXCEL TECHNOLOGY, INC.

(Pursuant to Section 245 of the General Corporation Law)

The undersigned, being the President and Secretary, respectively, of EXCEL TECHNOLOGY, INC. (the “Corporation”), pursuant to Section 245 of the Delaware General Corporation Law, do hereby certify the following:

1. The name of the Corporation is Excel Technology, Inc.

2. The Certificate of Incorporation was filed by the Secretary of State on April 23, 1985.

3. The Certificate of Incorporation, as now in full force and effect, is hereby amended to effect the following amendments authorized by Section 242 of the Delaware General Corporation Law:

(a) ARTICLE FOURTH is hereby amended to (i) change the aggregate number of shares which the Corporation shall have authority to issue from Sixty Million (60,000,000) shares consisting of Ten Million (10,000,000) shares of preferred stock, par value $.001 per share, and Fifty Million (50,000,000) shares of common stock, par value $.001 per share to Twenty Two Million (22,000,000) shares consisting of Two Million (2,000,000) shares of preferred stock, par value $.001 per share, and Twenty Million (20,000,000) shares of common stock, par value $.001 per share;

(ii) to effect a reverse stock split by changing the 6,720,000 shares of Common Stock, par value $.001 per share, presently issued and outstanding, into 1,600,000 shares of common stock, par value $.001 per share, on the basis of one (1) share of common stock, par value $.001 per share, for every 4.2 shares of common stock, par value $.001 per share, presently issued and outstanding, with fractional shares being rounded to the nearest whole number; (iii) to reduce the stated capital from $6,720 to $1,600; and (iv) to cancel the designation of 1,380,000 shares of Preferred Stock as “9% Series A Redeemable Convertible Preferred Stock”, all of which shares are authorized but unissued; and

b) to renumber ARTICLES SEVENTH and EIGHTH as ARTICLES FIFTH and SIXTH due to the elimination of ARTICLES FIFTH and SIXTH dealing with the names and addresses of the incorporator and first Board of Directors of the Corporation.

4. The text of the Certificate of Incorporation as heretobefore amended, is hereby restated as further amended herein to read as hereinafter set forth in full:

FIRST: The name of the Corporation is Excel Technology, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 15 East North Street in the City of Dover, County of Kent. The registered agent in charge thereof is United Corporate Services, Inc. at the above address.

THIRD: The nature of the business and, the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all of the things herein mentioned, as fully and to the same extent as natural persons might or could do, in any part of the world, viz:

“The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.”

FOURTH: The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is Twenty Two Million (22,000,000) shares consisting of:

1. Two Million (2,000,000) shares of preferred stock, par value $. 001 per share (hereinafter referred to as “Preferred Stock”); and

2. Twenty Million (20,000,000) shares of common stock, par value $.001 per share (hereinafter referred to as “Common Stock”).

A. Preferred Stock

1. Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors of the Corporation, each of said series to be distinctly designated. All shares of any series of Preferred Stock shall be alike in every particular except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The designation, relative rights, preferences and limitations of each series may differ from those of any and all other series at any time outstanding. The Board of Directors of the Corporation is hereby expressly granted authority to fix, prior to the issuance of any shares of a particular series of Preferred Stock, the designation, relative rights, preferences and limitations of such series, including, but without limiting the generality of the foregoing, the following:

(a) The distinctive designation and the number of shares of Preferred Stock which shall constitute such series;

-3-

(b) The rate and times at which, and the terms and conditions upon which, dividends, if any, on the Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(c) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, Preferred Stock of such series may be redeemed;

(e) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up of the affairs of the Corporation;

(f) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

-4-

(g) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing, include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine.

B. Common Stock

1. After the requirements with respect to preferential dividends on Preferred Stock (fixed in accordance with the provisions of Paragraph A of this ARTICLE FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase account (fixed in accordance with the provisions of Paragraph A of this ARTICLE FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of Paragraph A of this ARTICLE FOURTH, then, and not otherwise, the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

2. After distribution, in full, of the preferential amount (fixed in accordance with the provisions of Paragraph A of this ARTICLE FOURTH), to be distributed to the holders of Preferred Stock in the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the affairs of the Corporation, the holders of the

-5-

Common Stock shall be entitled to receive, ratably in proportion to the number of shares of Common Stock held by them, all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to shareholders.”

FIFTH: The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this Corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and the directors shall have the power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

-6-

It is the intention that the objects, purposes and powers specified in the THIRD paragraph hereof shall, except where otherwise specified in said paragraph, be no wise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but the objects, purposes and powers specified in the THIRD paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SIXTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty of such director. This provision, however, shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derives an improper personal benefit. This provision shall not eliminate or limit the liability of a director for any act or omission occuring prior to the date when this provision becomes effective.”

5. These amendments and restatement of the Certificate of Incorporation were authorized by the unanimous written consent of the Board of Directors of the Corporation and by the consent in writing, signed by the holders of a majority of the outstanding shares entitled to vote thereon, pursuant to Sections 228 and 242 of the Delaware General Corporation Law.

-7-

IN WITNESS WHEREOF, we have subscribed this Certificate this 12^th day of November, 1990, and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true, complete and correct.

	EXCEL TECHNOLOGY, INC.
By:	/s/ Rama Rao
	Rama Rao, President
Attest By:	/s/ Triveni Srinivasan-Rao
	Triveni Srinivasan-Rao, Secretary

-8-

EX-99.T3A.4

Exhibit T3A.4

The Commonwealth of Massachusetts

MICHAEL JOSEPH CONNOLLY

Secretary of State

ONE ASHPURTON PLACE, BOSTON, MASS. 02108

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 156B)

Incorporators

NAME POST OFFICE ADDRESS

Include given name in full in case of natural persons: In case of a corporation, given state of incorporation.
Edward P. Grenda	43 Everett St. Arlington, Mass. 02174
Bruce E. Rohr	224 Columbia St. Cambridge, Mass. 02139
Dwight B. Allen	Lowell Rd. Groton, Mass.

The above-named incorporator(s) do hereby associate (themselves) with the intention of forming a corporation under the provisions of General Laws, Chapter 156B and hereby state(s):

1. The name by which the corporation shall be known is:

Cambridge Technology, Inc.

2. The purpose for which the corporation is formed is as follows;

To engage in research and development, purchase, design, sale, import, export, license, distribution, patent design, manufacture, assembly or rental, repair and otherwise to deal in any product, machine, instrument, apparatus, design, appliance, merchandise and property of every kind and description ideas, systems, procedures and services of any nature including, without limiting the generality of the foregoing, all types of products of use to physicians, surgeons, dentists, biologists, nurses, therapists, and the medical profession generally. To have all power and to do all things necessary or convenient to the accomplishment of the foregoing. The Corporation shall also have all of the powers permitted by Chapter 156B of the General Laws of the Commonwealth of Massachusetts.

Note: If the space provided under any article or item of this form is insufficient, additions shall be set forth on separate 8 ½ by 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions in more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

3. The total number of shares and the par value, if any, of each class of stock within the corporations is authorized as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common	12,500

*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

NONE

*5. The restriction, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

See separate sheet attached

*6. Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

See separate sheet attached

* If there are no provisions state “None”.

STOCK TRANSFER RESTRICTIONS

Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the corporation through the board of directors in the manner following:

He shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. Notice given pursuant to this article, to be effective as such, much clearly set forth the price and the name of the arbitrator as aforesaid. Any deficiency in this regard shall render the attempted notice nugatory. The directors shall within thirty days after receipt or thirty-five days after posting whichever shall first occur, either accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall be then the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator.

After the acceptance of the offer, or the report of arbitrators as to the value of the stock, the directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the corporation shall not have exercised the right to so purchase, the owner of the stock shall be at liberty to dispose of the same in any manner he may see fit. Provided, however, that the foregoing restrictions on transfer shall not apply to inter-vivos or testamentary transfers to the spouse, child, spouse of child, or grandchild of the stockholder. With respect to such transfers to spouse, child, spouse of child, or grandchild, there shall be no restriction.

The Corporation shall indemnify any and all persons who may serve or who have served at any time as directors or officers or who at the request of the Board of Directors of the Corporation may serve or at any time have served as directors or officers of another corporation in which the Corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid upon judgments actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them by reason of being or having been directors or officers or a director officer of the Corporation, or of such other corporation, except in relation to matters as to which any shall be adjudged in any action, suit, or proceedings to be liable for his own negligence or misconduct in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of stockholders, or otherwise.

To whom it may concern:

Reference is made to a certain corporation, bearing the name Cambridge Technology, Inc., which was dissolved in 1979, and which had as its corporate address 275 Wyman Street, Waltham, Massachusetts.

I am Receiver of the said corporation.

Authorization is hereby given for the use of the name Cambridge Technology, Inc., by a new corporation, whose Articles of Organization have been or will be filed in 1980, and who lists as its corporate address 2464 Massachusetts Avenue, Cambridge, Massachusetts.

/s/ James Kickham, Esquire

James Kickham, Esquire

Receiver of Cambridge Technology, Inc.

July 22, 1980

Date

7. By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8. The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date. (not more than 30 days after the date of filing.)

9. The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a. The post office address of the initial principal office of the corporation of Massachusetts is:

2464 Massachusetts Ave., Cambridge, Mass. 02140

b. The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

NAME RESIDENCE POST OFFICE ADDRESS

President:	Edward P. Grenda, 43 Everett St., Arlington, Mass. 02174
Treasurer:	Edward P. Grenda, 43 Everett St., Arlington, Mass. 02174
Clerk:	Bruce E. Rohr, 224 Columbia St., Cambridge, Mass. 02139
Directors:	Above two, plus:
	Dwight B. Allen,	Lowell St., Groton, Mass.

c. The date initially adopted on which the corporation’s fiscal year ends is:

June 30

d. The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

First Monday in November

e. The name and business address of the resident agent, if any, of the corporation is:

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S) sign(s) these Articles of Organization this 26^th day of June 1980.

/s/ Bruce E. Rohr

/s/ Dwight B. Allen

/s/ Edward P. Grenda

The signature of each incorporator which is not a natural person must be an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

160325

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

GENERAL LAWS CHAPTER 156B. SECTION 12

I hereby certify that, upon an examination of the within-written articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $125. — having been paid, said articles are deemed to have been filed with me this 29th day of July 1980

Effective date

PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT

TO BE FILLED IN BY CORPORATION

TO:

Stephen R. Kata, Esquire

185 Devonshire Street

Boston, Massachusetts 02110

Telephone 423-2650

FILING FEE:  ¹/20 of [ILLEGIBLE] of the total amount of the authorized capital stock with par value, and one cent a share for all authorized shares without par value but not less than $125. General Laws Chapter 156B. Shares of stock with a par value less than one dollar shall be deemed to have par value of one dollar per share.

024

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT

General Laws, Chapter 156B, Section 72

We	Bruce E. Rohr	President and
	Bruce E. Rohr	Clerk of
CAMBRIDGE TECHNOLOGY, INC.
(EXACT Name of Corporation)

located at:	23 P. Elm Street, Watertown, MA 02172
(MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED.

3

(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)

of the Articles of Organization were duly adopted at a meeting held on Sept. 20 1992; by vote of: all of the Directors and Shareholders

252	shares of	no par	out of	252	shares outstanding,
		type, class & series, (if any)

shares of		out of	shares outstanding, and
	type, class & series, (if any)

shares of		out of	shares outstanding,
	type, class & series, (if any)

being at least a majority of each type, class or series outstanding and entitled to vote thereon¹ being at least two-thirds of each type, class or series outstanding and entitled to vote thereon and of each type, class or series of stock whose rights are adversely affected thereby.²

¹   For amendments adopted pursuant to Chapter 156B, Section 70.

²   For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any Amendment or item on this form is insufficient, addition shall be set forth on separate 8 ¹/2 x 11 inch sheets of paper leaving a left-hand margin of at least 1 inch, for binding. Additions to more than one Amendment maybe continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:	12,500	COMMON:
PREFERRED:		PREFERRED:

CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:	100,000	COMMON:
PREFERRED:		PREFERRED:

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. EFFECTIVE DATE:                                         

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 13 day of Feb., in the year 1995.

/s/ Bruce E. Rohr	President
/s/ Bruce E. Rohr	Clerk
[ILLEGIBLE]	Treas.

491655                    18555

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

GENERAL LAWS, CHAPTER 156B, SECTION 72

I hereby approve the within articles of amendment and, the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 14th day of February 1995.

/s/ William Francis Galvin

William Francis Galvin

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

	Jerry Cohen, Esq.
ID:	Perkins, Smith & Cohen
	One Federal Street
	Boston, MA 02110
Telephone:	(617) 426-8900

081    058    054    051

The Commonwealth of Massachusetts

WILLIAM FRANCIS GALVIN Secretary of the Commonwealth ONE ASHBURTON PLACE BOSTON, MASS. 02108	FEDERAL IDENTIFICATION NO.     Ponding                     (Excel Merging) FEDERAL IDENTIFICATION
	NO.         04-2703882                 (Cambridge)

ARTICLES OF MERGER*

PURSUANT TO GENERAL LAWS CHARTER 156B. SECTION 79

The fee for filing this certificate is prescribed by General Laws, Chapter 156B Section 114

Make checks payable to the Commonwealth of Massachusetts.

*    *    *    *

CONSOLIDATION* MERGER* OF
	Excel Merging Corporation
	Cambridge Technology, Inc.
	the constituent corporations
into	Cambridge Technology, Inc.

The surviving corporation organized under the laws of Massachusetts

as specified in the agreement referred to in Paragraph 1 below.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of merger* has been duly adopted in compliance with the requirement of subsections (b) and (c) of General Laws Chapter 156B, Section 79, and will be kept as provided by subsection (c) thereof. The surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the merger determined pursuant to the agreement referred to in paragraph shall be the date upon which a certificate of merger is filled with the Secretary of State of the Commonwealth of Massachusetts.

3. (For a merger)

** The following amendments to the articles of organization of the SURVIVING corporation to be effected pursuant to the agreement of merger referred to in paragraph 1 are as follows:

None

(For a consolidation)

(a) The purpose of the RESULTING corporation are as follows:

* Delete the inapplicable words

** If there are no provisions state “NONE”

Note: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8½ x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

(b) The total number of shares and the par value, if [illegible] of each class of stock which the resulting corporation is authorized is as follows:

CLASS OF STOCK	WITHOUT PAR VALUE	WITH PAR VALUE
	NUMBER OF SHARES	NUMBER OF SHARES	PAR VALUE	AMOUNT
Preferred				$
Common

** (c) If more than one class is authorized, a description of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established.

** (d) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, for restrictions upon the transfer of shares of stock of any class, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

4. (This paragraph 4 may be defined if the surviving corporation is organized under the laws of a state other than Massachusetts.)

The following information shall not for any purpose be treated as a permanent part of the articles of organization of the surviving corporation.

(a) The post office address of the principal office of the surviving corporation in Massachusetts is: 23 Elm Street, Watertown, Massachusetts 02166

(b) The name, residence and post office address of cash of the directors and President, Treasurer and Clerk of the surviving corporation is as follows:

Name		Residence	Post Office Address
President	Bruce E. Rohr	161 Chapman St.
		Canton, MA 02021
Treasurer	Bruce E. Rohr	161 Chapman St.
		Canton, MA 02021
Clerk	David [illegible]	205 Grove St.
		Auburndale, MA 02166
Directors	[illegible]	7 North Umberland Drive
		Shoreham, NY 11786

(c) The date adopted on which the fiscal year of the surviving corporation ends is: December 31

(d) The date fixed in the by-laws for the Annual Meeting of stockholders of the surviving corporation is: such date as shall be set by the Board of Directors, within six months after then end of the fiscal year.

* Delete the inapplicable words.

** If there are no provisions state “NONE.”

NOTE: If the space provided under article 3 is insufficient, additions shall be set forth on separate 8 ¹ /2 x 11 inch sheets of paper, leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet as long as each article requiring each such addition is clearly indicated.

FOR MASSACHUSETTS CORPORATIONS

The undersigned President and clerk of Cambridge Technology Inc. a corporation organized under the laws of Massachusetts further state under the penalties of perjury that the agreement of merger referred to in paragraph 1 has been duly executed on behalf of such corporation and duly approved in the manner required by General Laws, Chapter 156B Section 79.

/s/ Bruce E. Rohr	President*
Bruce E. Rohr
/s/ David R. Howeli	Clerk*
David R. Howeli

FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS

The undersigned President + and Clerk ++ of Excel Merging Corporation a corporation organized under the laws of Delaware further state under the penalties of perjury that the agreement of merger referred to in paragraph 1, has been duly adopted by such corporation in the manner required by the laws of Delaware

/s/ Rama Rao	+
Dr. Rama Rao, President [illegible] Clerk	++

* Delete the inapplicable words.

specify the officer having powers and duties corresponding to those of the President or Vice President of a Massachusetts corporation organized under General Laws, Chapter 156B.

specify the officer having power and duties corresponding to the Clerk or Assistant: Clerk of such a Massachusetts corporation.

492563

THE COMMONWEALTH OF MASSACHUSETTS 6204

ARTICLES OF CONSOLIDATION* MERGER*

(General Laws, Chapter 156B, Section 79)

I hereby approved the within articles of merger and the filing fee in the amount of $ 250.00 having been paid, said articles are deemed to have been filed with me this 22nd day of February, 1995.

Effective Date

/s/ WILLIAM FRANCIS GALVIN

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Photocopy of Articles of Merger To Be Sent

TO:

United Corporate Services, Inc. c/o: Ray A. Barr, President

Tea Bank Street Suite 560

White Plains, New York 10606

Telephone 914 – 949 – 9188

Copy Mailed

* Delete the inapplicable words

EX-99.T3A.5

Exhibit T3A.5

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/17/2002

020579360 – 3569741

CERTIFICATE OF INCORPORATION

OF

EXCEL CONTINUUM CORPORATION

The undersigned incorporator, a natural person, in order to form a corporation under the General Corporation Law of the State of Delaware (the “GCL”), certifies as follows:

1. Name. The name of the Corporation is Excel Continuum Corporation.

2. Address; Registered Agent. The registered office of the Corporation in the State of Delaware is located at 15 East North Street, in the City of Dover, in the County of Kent, in the State of Delaware 19901. The name of the Corporation’s registered agent at such address is United Corporate Services, Inc.

3. Purpose. The purpose of the Corporation is to engage in, carry on, and conduct any lawful act or activity for which corporations may be organized under the GCL.

4. Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is one thousand five hundred (1,500), all of which shall be shares of common stock, $0.001 par value per share (the “Common Stock”).

5. Name and Address of Incorporator. The name and mailing address of the incorporator is Howard S. Breslow, Breslow & Walker, LLP, 100 Jericho Quadrangle, Suite 230, Jericho, New York 11753.

6. No Preemptive Rights; Rights to Purchase Certain Securities. No holder of shares of Common Stock shall be entitled as of right to subscribe for, purchase, or receive any new or additional shares of any class, whether now or hereafter authorized, or any notes, bonds, debentures, or other securities convertible into or carrying options or warrants to purchase shares of any class; provided, however, all such new or additional shares of any class, or notes, bonds, debentures, or other securities convertible into, or carrying options to warrants to purchase, shares of any class may be issued or disposed of by the Board of Directors to such persons and on such terms as it, in its absolute discretion, may deem advisable.

7. Personal Liability. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of subsection (b) of Section 102 of the GCL, as the same may be amended and supplemented.

8. Indemnification. The Corporation, to the fullest extent permitted by Section 145 of the GCL, as the same may be amended and supplemented, shall indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9. Amendment; Repeal. From time to time, any of the provisions of this Certificate may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate are granted subject to the provisions of this Paragraph 9.

10. Compromises and Arrangements. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

11. Directors. Election of directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

12. Amendment to By-laws. In furtherance of and not in limitation of the powers conferred by the GCL, the Board of Directors is expressly authorized to make alter or repeal the By-laws of the Corporation.

13. Section 203. The Corporation shall not be governed by Section 203 of the GCL (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation.

2

IN WITNESS WHEREOF, this Certificate has been signed on this 10th day of September, 2002, and the signature of the undersigned shall constitute the affirmation and acknowledgement of the undersigned, under penalties of perjury, that this Certificate is the act and deed of the undersigned and that the facts stated in this Certificate are true.

/s/ Howard S. Breslow

Howard S. Breslow, Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/31/2002

020673410 – 3569741

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EXCEL CONTINUUM CORPORATION

The undersigned corporation, in order to amend its Certificate of Incorporation, hereby certifies as follows:

FIRST: The name of the corporation is:

Excel Continuum Corporation

SECOND: The corporation hereby amends its Certificate of Incorporation as follows:

Paragraph 1 of the Certificate of Incorporation, relating to the name of the corporation, is hereby amended to read as follows:

“1. The name of the corporation is Continuum Electro-Optics, Inc.”

THIRD: The amendment effected herein was authorized by the consent in writing, setting forth the action so taken, unanimously signed by the holders of all of the outstanding shares entitled to vote thereon pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I hereunto sign my name this 30th day of October, 2002.

/s/ Laurence Cramer

Laurence Cramer, President

EX-99.T3A.6

Exhibit T3A.6

I certify the attached is a true and correct copy of the Articles of Incorporation, as amended to date, of CONTROL LASER CORPORATION, a corporation organized under the laws of the State of Florida, as shown by the records of this office.

The document number of this corporation is 292080.

	Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twenty-eighth day of July, 1998

CERTIFICATE OF INCORPORATION

OF

IVASHUK MANUFACTURING CORP.

We, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation, organized under the laws of the State of Florida, by and under the provisions of the laws of said State, providing for the formation, liabilities, rights, privileges and immunities of a corporation for profit.

FIRST: The name of the corporation will be:

IVASHUK MANUFACTURING CORP.

and its business shall be carried on in Broward County, Florida, and also within and without the State of Florida and in the United States of America and Foreign Countries, as may from time to time be deemed desirable or expedient.

The principal place of business of the corporation shall be in Pompano Beach, Broward County, Florida, at 1800 S.W. 7th Avenue, Pompano Beach.

SECOND: The general nature of the business and objects and purposes proposed to be transacted, promoted or carried on are to do any and all of the things hereinafter mentioned, as fully and to the same extent as natural persons might or could do, via;

1. To manufacture all kinds and varieties of mechanical appliances, instruments and machines and any and all processes and products; to manufacture airplanes, airplane parts, airplane motors, airplane assemblies and sub-assemblies, missiles, missile parts, missile motors, assemblies and sub-assemblies; to manufacture, buy, sell, trade, deal in and hypothecate any and all materials, parts or assemblies necessary or incidental to any product, part, machine, assembly or sub-assembly manufactured, sold, traded or dealt in by the corporation; to own, lease, rent, acquire and use real estate and buildings for housing and

and operating its business; to buy, sell and deal in merchandise and products similar to its business; to own, lease, rent, acquire and use patents, betterments and rights in connection with its manufacture; and

2. To maintain offices in connection with said business and to build or construct buildings in connection with its business.

3. In general, to carry on any other lawful business whatsoever in connection with the foregoing, which is calculated directly or indirectly to promote the interests of the corporation or to enhance the value of its properties.

4. To acquire or undertake all or any part of the business assets and liabilities of any person, firm or association or corporation.

5. This corporation may maintain houses or agencies, conduct this business or any part thereof, purchase, lease or otherwise acquire, hold, mortgage, convey and assign real or personal property, and do all or any of the acts herein set forth outside the State of Florida as well as within the said State.

6. To manage, supervise, operate, control or lease, let and sublet apartments, office buildings, dwelling houses and all kinds and character of property of every nature whatsoever.

7. To manufacture, purchase or otherwise acquire, and to own and mortgage, pledge, sell, assign and transfer or otherwise dispose of, and to invest, trade, deal in and deal with goods, wares, merchandise and other personal property of every class and description whatsoever.

8. To buy, sell, manufacture, repair, alter and exchange let to hire, export and deal in all kinds of articles and things which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons engaged in any such business, or which may seem capable of being profitably dealt with, in connection with any of the said businesses.

- 2 -

9. To guarantee, to acquire by purchase, subscription or otherwise, hold for investment, or otherwise, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations of the State of Florida, or any other state or government, domestic or foreign; and while the owner of any such stocks, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon for any and all purposes; to aid by loan, subsidy, guaranty, or in any other manner whatsoever so far as the same may be permitted in the case of corporations organized under the General Corporation Laws of the State of Florida, any corporation those stocks, bonds, securities or other obligations are or may be in any manner and at any time owned, held or guaranteed, and to do any and all other acts or things for the preservation, protection, improvement or enhancement in value of any such stocks, bonds securities or other obligations; and to do all and any such acts of things designed to accomplish any such purpose.

10. To acquire, hold, own, dispose of and generally deal in grants, concessions, franchises and contracts of every kind; to cause to be formed, to promote and to aid in any way in the formation of any corporation, domestic or foreign.

11. To act as financial, business and purchasing agent for domestic and foreign corporations, individuals, partnerships, associations, state governments or other bodies.

12. To acquire in any manner, enjoy, utilize, hold, sell, assign, lease, mortgage or otherwise dispose of, letters patent of

- 3 -

the United States or of any foreign country, patents, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks, and trade names or pending applications therefor, relating to or useful in connection with any business of the corporation or any other corporation in which the corporation may have an interest as a stockholder or otherwise.

13. To borrow money and contract debts when necessary for the transaction of its business or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times, or payable upon the happening of a specified event or events, secured or unsecured, from time to time, for moneys borrowed, or in payments for property acquired, or for any of the other objects or purposes of the corporation or for any of the objects of its business; to secure the same by mortgage or mortgages, or deed or deeds of trust, or pledges or other lien upon any or all of the property, rights, privileges or franchises of the corporation, wheresoever situated, acquired or to be acquired; and to confer upon the holders of any debentures, bonds or other evidences of indebtedness of the corporation, secured or unsecured, the right to convert the principal thereof into any preferred or common stock of the corporation, now or hereafter authorized, upon such terms and conditions as shall be fixed by the Board of Directors; to sell, pledge or otherwise dispose of any of all debentures or other bonds, notes and other obligations in such manner and upon such terms as the Board of Directors may deem judicious, subject, however, to the provisions of Article III hereof.

- 4 -

14. To acquire by purchase, subscription or otherwise and to hold for investments and to own, hold, sell, vote and handle shares of stock in other corporations.

15. To have one or more offices, conduct its business and promote its objects within and without the State of Florida, in other states, the District of Columbia, the territories, possessions and dependencies of the United States and in foreign countries, without restrictions as to place or amount.

16. To do all and everything necessary and proper for the accomplishment of any of the purposes or the attaining of any of the objects or the furtherance of any of the powers enumerated in this Certificate of Incorporation or any amendment thereof, necessary or incidental to the protection and benefit of the corporation, as principal, agent, director, trustee, or otherwise, and in general, either alone or in association with other corporations, firms or individuals, to carry on any lawful business necessary or incidental to the accomplishment of the purposes or the attainment of the objects or the furtherance of such purposes or objects of the corporation, whether or not such business is similar in nature to the purposes and objects set forth in this Certificate of Incorporation or any amendment thereof.

The foregoing paragraphs shall be construed as enumerating both objects and powers of the corporation; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

17. Any meetings of the stockholders or directors may be held within or without the State of Florida at such places as the By-Laws or the Board of Directors may designate.

- 5 -

18. The corporation may keep the books of the company outside the State of Florida except as may otherwise be provided by law.

19. It shall have full power and authority to enter into contracts or arrangements with any government or authority, National, State or Municipal, local or otherwise, conductive to any of the purposes of this corporation.

20. Subject to the provisions of law, the company may purchase or otherwise acquire, hold and re-issue the shares of its stock.

21. To make By-Laws not inconsistent with the Constitution or Laws of the United States or of this State or with these Articles of Incorporation.

THIRD: The maximum number of shares which this corporation is authorised to have outstanding at any time shall be 1250 shares at $4.00 par value.

The capital stock may be paid for in property, labor or services at a just valuation, to be fixed by the incorporators or by the Directors at a meeting called for such purpose or at the organization meeting.

Property, labor or services may be purchased or paid for with the capital stock at a just valuation of said property, to be fixed by the Directors of the company. Stock in other corporations or going businesses may be purchased by the corporation, in return for the issuance of its capital stock, and said purchases shall be on such basis and for such consideration and the issuance of so much of the capital stock as the Directors of the company may decide.

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FOURTH: The amount of capital with which the corporation may begin business will not be less than Five Hundred Dollars ($500,00).

FIFTH: The corporation is to have perpetual existence

SIXTH: The affairs of the corporation shall be conducted by a Board of not less than three Directors, who need not be stockholders.

SEVENTH: The names and post office addresses of the first Board of Directors, who, subject to the provisions of this Certificate of Incorporation, the By-Laws and the Act of the Legislature approved June 1, 1925, and as amended by Florida Statutes 1941 and 1943, shall hold office for the first year of the Corporation’s existence or until their successors are elected and shall have qualified, are the following, which persons are also the subscribers hereof:

NAME AND ADDRESS	SHARES OF COMMON PAR STOCK AND THE VALUE OF THE CONSIDERATION THEREFOR, WHICH HE AGREES TO TAKE.
Michael Ivashuk 2378 N.E. 28th St. Pompano Beach, Fla.	1
Ada Ivashuk 2378 N.E. 28th St., Pompano Beach, Fla.	1
Joseph A. Cianciarulo 3600 Park Road Hollywood, Fla.	1

EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Florida, the Board of Directors is hereby especially authorized:

(a) To make and alter the By-Laws at pleasure;

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(b) To fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages, liens upon the property and franchises of this corporation.

NINTH: The original incorporators of the Corporation shall have the right upon its organization, to assign and deliver their subscriptions of stock as set forth in Article VII hereof to any other person, or to firms or corporations who may hereafter become subscribers to the capital stock of the Corporation, who, upon acceptance of such assignment, shall stand in lieu of the original incorporators, and assume and carry out all the rights, liabilities and duties entailed by said subscriptions, subject to the laws of the State of Florida, and the execution of the necessary instruments of assignment.

The number of Directors of the Corporation may be increased or decreased to not less than three (3) as may be provided by the By-Laws. The By-Laws may prescribe the number of Directors necessary to constitute a quorum of the Board of Directors which number may be less than the majority of the whole Board of Directors. In case of vacancy in the Board of Directors through death, resignation, disqualification or other cause, such vacancy shall be filled for the unexpired term by the affirmative vote of a majority of the remaining Directors. In case of any increase in the number of Directors, the additional Directors shall be elected by the affirmative vote of a majority then in office.

In furtherance and not in limitation of the powers conferred by statute the Board of Directors is expressly authorized:

(a) Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter, amend or repeal the By-Laws of the Corporation.

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(b) If the By-Laws so provide, to designate by resolution two or more of their number to constitute an Executive Committee, which committee, to the extent provided in the resolution or in the By-Laws of the Corporation, shall have and may exercise any or all of the powers of the Board of Directors in the management of the business, affairs and property of the Corporation during the intervals between the meetings of the Board of Directors, so far as may be permitted by law.

(c) From time to time to determine whether and to what extent and at which times and place and under what conditions and regulations the accounts and books of the Corporation (other than the stock ledger) or any of them shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of the Corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

The corporation may at any meeting of its Board of Directors, sell, lease, or exchange all of its property and assets, including its good will, and its corporate franchise or any property or assets essential to its corporate business, upon such terms and conditions; either for cash for the securities of any other corporation or corporations, or for such other consideration as its Board of Directors may deem expedient and for the best interest of the corporation when and as authorized by the affirmative vote of the holders of record of at least two-thirds of the stock of each class issued and outstanding given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of record of at least two-thirds of the stock of each class issued and outstanding.

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Both stockholders and directors shall have power, if the By-Laws so provide, to hold their meetings either within or without the State of Florida, to have one or more offices and to keep the books of the corporation, subject to the provisions of the laws of the State of Florida, within or without the State of Florida at such places as may from time to time be designated by the Board of Directors.

No contract or other transaction between the corporation and any other corporation, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the Directors of the Corporation is or are interested in, or is a Director or officer or are the Directors or officers of such other corporation, and any Director or Directors, individually or jointly, may be a party or parties to, or may be interested in any such contract or transaction of the Corporation or in which the Corporation is interested, and no contract, act or transaction of the Corporation with any person or persons, firm or corporation, in the absence of fraud, shall be affected or invalidated by the fact that any Director or Directors of the Corporation is a party or are parties to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation, and each and every person who may become a Director of the Corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the Corporation for the benefit of himself or any firm, association or corporation in which he may be anywise interested. Any Director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary or controlled company without regard to the fact that he is also a Director of such subsidiary or controlled company.

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TENTH: The business of said corporation shall be conducted by a Board of Directors as above mentioned as may be provided for by the By-Laws of said corporation, and the following officers, to-wit: The President, the Vice-President, the Secretary and the Treasurer, providing that the same person may hold the offices of Secretary and Treasurer. The members of said Board of Directors shall be elected at an annual meeting of the Stockholders of said corporation, each and every year, during the month of June, and said officers shall be elected by the members of said Board of Directors.

The names and post office addresses of the Board of Directors who are to conduct the business of this corporation until those elected at the first annual election are qualified are as follows:

Michael Ivashuk

2378 N.E. 28th Street

Lighthouse Point, Pompano Beach, Fla.

Ada Ivashuk

2378 N.E. 28th Street

Lighthouse Point, Pompano Beach, Fla.

Joseph A. Cianciarulo

3600 Park Road

Hollywood, Florida.

The highest amount of indebtedness or liability to which this corporation can at any time subject itself is unlimited.

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ELEVENTH: The names and addresses of the officers of the corporation until the election at the first annual election of officers and their qualifidations are as follows:

NAME	ADDRESS	OFFICE
Michael Ivashuk	2378 N.E. 28th St.	President
	Lighthouse Point,
	Pompano Beach, Fla.
Ada Ivashuk	2378 N.E. 28th St.	Vice-Pres and Treas.
	Lighthouse Point,
	Pompano Beach, Fla.
Joseph A. Cianciarulo	3600 Park Road	Executive Vice-Pres. and Secretary
	Hollywood, Fla.

TWELFTH: Cumulative voting may be permitted by the terms of the By-Laws.

THIRTEENTH: The resident agent of said corporation shall be NORMAN D. ZIMMERMAN, a resident of Pompano Beach, Florida, whose address is 1837 N.E. 24th Street, Pompano Beach, Florida.

	(SEAL)
	(SEAL)
	(SEAL)

STATE OF FLORIDA	)
	: SS
COUNTY OF BROWARD	)

ON THIS DAY, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared MICHAEL IVASHUK, ADA IVASHUK and JOSEPH A. CIANCIARULO all of whom are well known to be the incorporators described in and who executed the foregoing Certificate of Incorporation of IVASHUK MANUFACTURING CORP., and acknowledged that they executed the same for the purpose therein expressed.

WITNESS my hand and official seal this 10^th day of April, 1965.

NOTARY PUBLIC, STATE OF FLORIDA

My commission expires:

- 12 -

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IVASHUK MANUFACTURING CORP.

Ivashuk Manufacturing Corp., a Florida corporation, under its corporate seal, and the hands of its President and Secretary, hereby certify that;

1. The Board of Directors of said corporation, at a meeting duly called and held on November 25, 1968, adopted the following resolution:

RESOLVED, by the Board of Directors of Ivashuk Manufacturing Corp. that in the judgment of the Board of Directors of Ivashuk Manufacturing Corp., it is deemed advisable to amend the Certificate of Incorporation of Ivashuk Manufacturing Corp. so that Article THIRD of said Certificate of Incorporation shall read as follows:

“THIRD: The maximum number of shares of stock which this corporation is authorized to have outstanding at any time is two million shares of Common Stock of the par value of one cent each.

No holder of any of the shares of the capital stock of the corporation shall be entitled as of right to purchase or to subscribe for any unissued stock of any class, or any additional shares of any class, whether presently or hereinafter authorized, and also including, without limitations, bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the corporation or carrying any right to purchase stock of any class. Such unissued stock, or additional authorized issue of any stocks, or other securities convertible into stock or carrying any right to purchase stock, may be issued and disposed of, pursuant to resolutions of the Board of Directors to such persons, firms, corporations or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

The capital stock may be paid for in property, labor or services at a just valuation, to be fixed by the incorporators or by the Directors at a meeting called for such purpose or at the organization meeting.

Property, labor or services may be purchased or paid for with the capital stock at a just valuation of said property, to be fixed by the Directors of the Company. Stock in other corporations or going businesses may be purchased by the corporation, in return for the issuance of its capital stock, and said purchases shall be on such basis and for such consideration and the issuance of so much of the capital stock as the Directors of the company my decide.”

FURTHER RESOLVED, that this Board of Directors does hereby recommend to the stockholders of this corporation that appropriate resolutions of the stockholders be adopted to accomplish the foregoing amendment to the Certificate of Incorporation of this corporation; and a special meeting of the stockholders of this corporation is hereby called to be held at the office of the corporation at 1800 S.W. Seventh Avenue, Pompano Beach, Florida, on November 25, 1968, at 11:00 o’clock A.M. to consider and take action on such resolutions.

- 2 -

2. The meeting of the stockholders of the corporation called by the Board of Directors, as aforesaid, was held pursuant to waiver on November 25, 1968, and at said special meeting of stockholders said Amendment to the Certificate of Incorporation was duly adopted by the unanimous vote of all stockholders present, being all of the stockholders of Ivashuk Manufacturing Corp., and by the unanimous vote of all classes of stock, voting separately, being all of each class of stock, by the unanimous adoption of the following resolution:

RESOLVED, by the Stockholders of Ivashuk Manufacturing Corp. that the Certificate of Incorporation of this corporation be amended so that Article THIRD of said Certificate of Incorporation shall read as follows:

“THIRD: The maximum number of shares of stock which this corporation is authorized to have outstanding at any time is two million shares of Common Stock of the par value of one cent each.

No holder of any of the shares of the capital stock of the corporation shall be entitled as of right to purchase or to subscribe for any unissued stock of any class, or any additional shares of any class, whether presently or hereinafter authorized, and also including, without limitations, bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the corporation or carrying any right to purchase stock of any class. Such unissued stock, or additional authorized issue of any stocks, or other securities convertible into stock or carrying any right to purchase stock, may be issued and disposed of, pursuant to resolutions

- 3 -

of the Board of Directors to such persons, firms, corporations or associations and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion.

The capital stock may be paid for in property, labor or services at a just valuation, to be fixed by the incorporators or by the Directors at a meeting called for such purpose or at the organization meeting.

Property, labor or services may be purchased or paid for with the capital stock at a just valuation of said property, to be fixed by the Directors of the Company. Stock in other corporations or going businesses may be purchased by the corporation, in return for the issuance of its capital stock, and said purchases shall be on such basis and for such consideration and the issuance of so much of the capital stock as the Directors of the company may decide.

IN WITNESS WHEREOF, said Ivashuk Manufacturing Corp. has caused this Certificate to be signed in its name by its President, and its corporate seal to be hereto affixed, attested by its Secretary, this 25th day of November, 1968.

IVASHUK MANUFACTURING CORP.
By
	President
By
	Secretary

- 4 -

STATE OF FLORIDA	)
	) SS
COUNTY OF DUVAL	)

On this day personally appeared before me, the undersigned officer duly authorized by the laws of the State of Florida, to take acknowledgments, MICHAEL IVASHUK and WILLIS L. CONN, known to me to be the President and Secretary, respectively, of Ivashuk Manufacturing Corp., a corporation organized and existing under the laws of the State of Florida, and acknowledged that they executed the above and foregoing Certificate of Amendment of Certificate of Incorporation of Ivashuk Manufacturing Corp., as such officers for and on behalf of said corporation, after having been duly authorized so to do.

WITNESS my hand and official seal at Jacksonville, Duval County, Florida, this 25th day of November, 1968.

Notary Public, State of Florida at large

My commission expires:

- 5 -

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

IVASHUK MANUFACTURING CORP.

IVASHUK MANUFACTURING CORP., a Florida corporation, under its corporate seal and the hands of its President, Michael Ivashuk, and its Secretary, Willis L. Conn, hereby certifies that:

1. The Board of Directors of said corporation, at a Special Meeting called and held on November 3, 1969, adopted the following resolution:

RESOLVED: That Article FIRST of the Certificate of Incorporation be amended to read as follows:

“FIRST. The name of the corporation is:

CONTROL LASER CORPORATION.”

2. A Special Meeting of the Stockholders of the corporation was called and held on November 26, 1969, to consider the resolution hereinabove set forth and at said Special Meeting of Stockholders the said Amendment to the Certificate of Incorporation was adopted by the unanimous vote of all stockholders present, who represented a majority of the issued and outstanding common stock of the said corporation.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in its name by its President and its corporate seal to be hereunto affixed and attested by its Secretary, this 26th day of November, 1969.

			IVASHUK MANUFACTURING CORP.                 a Florida corporation
[CORPORATE SEAL]
		By	/s/ Michael Ivashuk
			Michael Ivashuk, President
ATTEST:	/s/ Willis L. Conn
	Willis L. Conn, Secretary

STATE OF FLORIDA	]
	ss.
COUNTY OF BROWARD	]

BEFORE ME, the undersigned authority, on this 26th day of November, 1969, personally appeared MICHAEL IVASHUK and WILLIS L. CONN, President

and Secretary, respectively, of IVASHUK MANUFACTURING CORP., who, being first duly sworn, acknowledged that they executed the above and foregoing Certificate of Amendment to the Certificate of Incorporation of IVASHUK MANUFACTURING CORP. as such officers, for and on behalf of said corporation, after having been duly authorized to do so.

WITNESS my hand and official seal at Pompano Beach, Broward County, Florida, this 26th day of November, 1969.

NOTARY PUBLIC

State of Florida at Large

My commission expires:

EX-99.T3A.7

Exhibit T3A.7

I, BILL JONES, Secretary of State of the State of California, hereby certify:

That the attached transcript of 9 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

IN WITNESS WHEREOF, I execute

this certificate and affix the Great

Seal of the State of California this

AUG.

[ILLEGIBLE]

	Secretary of State

Sec/State Form CE-108 (rev. 4/97)

982250

ARTICLES OF INCORPORATION

OF

DUANE A. WILLIS, INC.

The undersigned Incorporator hereby executes, acknowledges and files the following ARTICLES OF INCORPORATION for the purpose of forming a corporation under the General Corporation Law of the State of California.

FIRST. The name of the Corporation shall be DUANE A. WILLIS, INC.

SECOND. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD. The name and address in this state of the Corporation’s initial agent for service of process in accordance with subdivision (b) of Section 1502 of the General Corporation Law is BRUCE N. ANTICOUNI; 17 East Carrillo Street, Suite 39, Santa Barbara, California 93101.

FOURTH. The Corporation is authorized to issue only one class of stock, and the total number of shares of

stock which the Corporation is authorized to issue is One Million Shares.

IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on April 30, 1980.

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI, Incorporator

The undersigned declares that he is the person who executed the foregoing articles of Incorporation and that such instrument is the act and deed of undersigned.

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI

NAME CHG. TO: JOHN H. RANSOM OPTICAL LABORATORIES, INC.

982250                A222228

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

DUANE A. WILLIS and BRUCE N. ANTICOUNI certify that:

1. They are the president and assistant secretary, respectively, of DUANE A. WILLIS, INC., a California Corporation.

2. Article FIRST of the articles of incorporation of this corporation is amended to read as follows:

“FIRST. The name of this corporation is JOHN H. RANSOM OPTICAL LABORATORIES, INC.”

3. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is 54,500. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

4. The foregoing amendment of articles of incorporation has been duly approved by all of the Board of Directors as required by Section 905 (b) of the Corporations Code.

/s/ DUANE A. WILLIS

DUANE A. WILLIS, President

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI, Assistant Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed at Santa Barbara, California on August 11, 1980.

/s/ DUANE A. WILLIS

DUANE A. WILLIS

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI

- 2 -

July 7, 1980

Secretary of State

Corporation Division

111 Capitol Mall

Sacramento, CA 95814

RE: Consent of “DUANE A. WILLIS, INC.” to

change name to “JOHN H. RANSOM OPTICAL

LABORATORIES, INC.”

Gentlemen:

Please be advised that “JOHN H. RANSOM LABORATORIES, INC.”, California Corporation No. 514677 has sold the bulk of its assets to “DUANE A. WILLIS, INC.”, a California corporation. Be advised further that “JOHN H. RANSOM LABORATORIES, INC.” will be shortly dissolving and will be using its corporate name only for purposes of such dissolution. “DUANE A. WILLIS, INC.” will be applying to change its name to “JOHN H. RANSOM OPTICAL LABORATORIES, INC.”

The undersigned has no objection to such change and consents to same.

	JOHN H. RANSOM LABORATORIES, INC.
By:	/s/ Roger H. Ransom
	Roger H. Ransom President

NAME CHG. TO: WILLIS OPTICAL

982250            A249352

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

DUANE A. WILLIS and BRUCE N. ANTICOUNI certify that:

1. They are the president and assistant secretary, respectively, of JOHN H. RANSOM OPTICAL LABORATORIES, INC., a California Corporation.

2. Article FIRST of the articles of incorporation of this corporation is amended to read as follows:

“FIRST. The name of this corporation is WILLIS OPTICAL.”

3. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is 54,500. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

4. The foregoing amendment of articles of incorporation has been duly approved by all of the Board of Directors as required by Section 905(b) of the Corporations Code.

/s/ DUANE A. WILLIS

DUANE A. WILLIS, President

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI, Assistant Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed at Camarillo, California on May 24, 1982

/s/ DUANE A. WILLIS

DUANE A. WILLIS

/s/ BRUCE N. ANTICOUNI

BRUCE N. ANTICOUNI

- 2 -

THE OPTICAL CORPORATION

A316737            982250

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

CONRAD E. AGAJANIAN and VAL BRYANT certify that:

1. They are the president and assistant secretary, respectively, of WILLIS OPTICAL, a California Corporation.

2. Article FIRST of the articles of incorporation of this corporation is amended to read as follows:

“FIRST, The name of this corporation is THE OPTICAL CORPORATION.”

3. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with section 902 of the Corporation Code. The total number of outstanding shares of the corporation is 948,604. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

4. The foregoing amendment of articles of incorporation has been duly approved by all of the Board of Directors as required by Section 905(b) of the Corporation Code.

/s/ Conrad E. Agajanian

Conrad E. Agajanian, President

/s/ Val Bryant

Val Bryant, Assistant Secretary

The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

Executed at Oxnard, California on April 22, 1986.

/s/ Conrad E. Agajanian

Conrad E. Agajanian

/s/ Val Bryant

Val Bryant

- 2 -

EX-99.T3A.8

Exhibit T3A.8

CERTIFICATE OF AMENDMENT

OF

EXCEL PHOTO RESEARCH, INC.

The undersigned, being the Sole Incorporator of the corporation, hereby certifies as follows:

FIRST: The name of the corporation is:

EXCEL PHOTO RESEARCH, INC.

SECOND: The corporation hereby amends its Certificate of Incorporation as follows:

Paragraph FIRST of the Certificate of Incorporation, relating to the corporate title of the corporation, is hereby amended to read as follows:

FIRST: The name of the corporation is:

PHOTO RESEARCH, INC.

THIRD: This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

FOURTH: The corporation has not received any payment for any of its stock.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 21^st day of September, 1995.

Sole Incorporator

CERTIFICATE OF INCORPORATION

OF

EXCEL PHOTO RESEARCH, INC.

The undersigned, a natural person, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation is Excel Photo Research, Inc. (hereinafter sometimes referred to as the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 15 East North Street, in the City of Dover, in the County of Kent, in the State of Delaware 19901; and the name of its registered agent at such address is United Corporate Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 100 shares of common stock, no par value per share.

FIFTH: No holder of any of the shares of the stock of the Corporation, whether now or hereafter authorized and issued, shall be entitled as of right to purchase or subscribe for (1) any unissued stock of any class, or (2) any additional shares of any class to be issued by reason of any increase in the authorized capital stock of the Corporation of any class, or (3) bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, or carrying any right to purchase stock of any class, but any such unissued stock or such additional authorized issued of any stock or of other securities convertible into stock,

or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporation or associations and upon such terms deemed advisable by the Board of Directors in the exercise of its discretion.

SIXTH: The name and the mailing address of the incorporator is as follows:

Brendan T. Guastella            

c/o Breslow & Walker          

875 Third Avenue                 

New York, New York 10022

SEVENTH: The Corporation is to have perpetual existence.

EIGHTH: The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, except a By-Law classifying directors for election for staggered terms, shall be vested in the Board of Directors.

NINTH: (a) The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH: The Corporation shall, to the fullest extent permitted by §145 of the Delaware General Corporation Law as the same may hereafter be amended or supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Section; and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of

2

stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has caused to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article ELEVENTH.

Executed at New York, New York 10022

September 8, 1995

/s/ Brendan T. Guastella

Brendan T. Guastella, Incorporator

Breslow & Walker

875 Third Avenue

New York, New York 10022

3

EX-99.T3A.9

Exhibit T3A.9

RESTATED CERTIFICATE OF INCORPORATION

OF

QUANTRONIX CORPORATION

It is hereby certified that:

1. The present name of the corporation (hereinafter called the “Corporation”) is QUANTRONIX CORPORATION. The name under which the Corporation was originally incorporated is QUANTRONIX CORPORATION; and the date of filing the original certificate of incorporation with the Secretary of State of the State of Delaware is October 25, 1967.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Articles THIRD, FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH and NINTH thereof and by substituting in lieu thereof new Articles THIRD, FOURTH, FIFTH, SIXTH, SEVENTH and EIGHTH which are set forth in the Restated Certificate of Incorporation hereinafter provided for; and in connection with said amendments, each of the 21,000 issued and outstanding shares of Common Stock, par value $1.00 per share, of the Corporation, is hereby changed into and shall become 19-1/2 shares of Common Stock $.01 par value per share.

3. The provisions of the certificate of incorporation of the Corporation as heretofore amended

1

and/or supplemented, and as herein amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Certificate of Incorporation of Quantronix Corporation without any further amendments other than the amendments herein certified and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereinafter set forth.

4. The amendments and the restatement of the certificate of incorporation herein certified have been duly adopted in accordance with the provisions of Section 242 and of Section 245 of the General Corporation Law of the State of Delaware and in accordance with the provisions of Section 228 thereof,

5. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.

6. The certificate of incorporation of the Corporation, as amended and restated herein, shall upon the effective date of this Restated Certificate of Incorporation, read as follows:

2

CERTIFICATE OF INCORPORATION

OF

QUANTRONIX CORPORATION

FIRST: The name of the corporation (hereinafter called the “Corporation”) is Quantronix Corporation.

SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent, and the name of the registered agent of the Corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, which shall include, without limiting the generality of the foregoing, the following:

To design, manufacture, devise, improve, maintain, operate, buy, sell, acquire, dispose of, lease as lessor or lessee, license the use of as licensor or licensee, and generally deal in and with, as principal, agent, broker and in any other lawful capacity, any and all kinds of optical, electric, electronic, mechanical, scientific and other equipment, machines, devices, techniques and methods.

3

To purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease, or otherwise acquire, own, hold, use, employ, improve, sell, convey, exchange, transfer, or otherwise dispose of, mortgage, pledge, or otherwise create, a security interest in, lease or otherwise permit others to convey, exchange, transfer, or otherwise dispose of, mortgage, pledge, or otherwise create a security interest in, lease or otherwise permit others to use, and generally to deal in and with, as principal, agent, broker, or otherwise, property of every kind and nature, whether real or personal and whether tangible or intangible, and any interest therein, without limit as to amount or kind, and wherever situated.

To apply for, purchase, or otherwise acquire, own, use, introduce, develop, exploit, deal in, sell, assign, and otherwise dispose of, and grant licenses or sublicenses in respect of, and otherwise turn to account, any trademarks, trade names, patents, processes, improvements, inventions, discoveries, formulae, copyrights, service marks, labels and designs.

To purchase or otherwise acquire and to hold, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of, and to guarantee securities (which term, for the purpose of this Article Third, includes, without limitation of the generality thereof, any shares of stock, bonds, debentures, notes, mortgages, or other obligations, and any certificates, receipts, or other instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein or in any property or assets) created or issued by any persons, firms, associations, corporations, or governments, governmental authorities, or subdivisions thereof, domestic or foreign; to make payment therefor in any lawful manner; and to exercise, as owner or holder of any securities, any and all rights, powers, and privileges in respect thereof, including the right to vote thereon.

4

To enter into, make, and perform and carry out or cancel and rescind, contracts of every kind and description with any person, trustee, entity, syndicate, partnership, association, corporation, or governmental, municipal or public authority, domestic or foreign.

To be a promoter, partner, member, associate or manager of other business enterprises or ventures, and to the extent permitted by law to be an incorporator of other corporations of any type or kind; to acquire by purchase, exchange, or otherwise, all, or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations, or corporations, to pay for the same in cash, property, or its own or other securities, to hold, operate, reorganize, liquidate, sell, or in any manner dispose of the whole or any part thereof, and in connection therewith, to assume, guarantee performance of, or otherwise provide for any liabilities, obligations, or contracts of such persons, firms, associations or corporations, to conduct the whole or any part of any business thus acquired; and acting alone, or as a promoter, partner, member, associate, or manager of other business enterprises or ventures, to conduct or participate or engage in any commercial, mercantile, trading, manufacturing, industrial, service, real estate, or other business or activity, foreign or domestic, as may be lawfully conducted or participated or engaged in by a corporation organized under the laws of the State of Delaware.

To lend its uninvested funds from time to time to such extent, to such persons, firms, associations, corporations, governments or subdivisions thereof, and on such terms and on such security, if any, as the Board of Directors of the Corporation may determine.

To make any guaranty respecting stocks, dividends, securities, indebtedness, interest, contracts, or other obligations, so far as the same may be permitted to be done by a corporation organized under the laws of the State of Delaware.

5

To borrow money from time to time, and without limit as to amount; from time to time to issue and sell its own securities in such amounts, at such prices, on such terms and conditions, and for such purposes, now or hereafter permitted by the laws of the State of Delaware and by this Certificate of Incorporation, as the Board of Directors of the corporation may determine; and to secure such securities by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets, business, and good will of the Corporation, then owned or thereafter acquired.

To draw, make, accept, endorse, discount, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, so far as may be permitted by the laws of the State of Delaware.

To purchase, hold, cancel, reissue, sell, exchange, transfer, or otherwise deal in its own securities from time to time, to such an extent, in such manner, and upon such terms, as the Board of Directors of the Corporation shall determine; provided, however, that the Corporation shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital, except to the extent permitted by law.

To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes or the attainment of any of the objects, or the furtherance of any of the powers herein set forth and to do every other act and thing incidental thereto or connected therewith, provided the same be not forbidden by the laws of the State of Delaware.

6

The foregoing clauses shall be construed as powers as well as objects and purposes, and the matters expressed in each clause shall, except if otherwise expressly provided, be in no wise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes, and powers; and the enumeration of specific objects, purposes, and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation; nor shall the expression of one thing be deemed to exclude another not expressed, although it be of like nature.

The Corporation shall be authorized to exercise and enjoy all other powers, rights, and privileges granted to corporations formed under the General Corporation Law and all the powers conferred upon such corporations by the laws of Delaware, as in force from time to time, so far as not in conflict herewith, or which may be conferred by all acts heretofore or hereafter amendatory of or supplemental to said laws, and the enumeration of certain powers as herein specified is not intended as exclusive of, or as a waiver of, any of the powers, rights, or privileges granted or conferred by said laws now or hereafter in force.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Million Five Hundred Thousand (3,500,000) shares, consisting of:

(a) Five Hundred Thousand (500,000) shares of Preferred Stock of the par value of $.01 per share (hereinafter referred to as “Preferred Stock”); and

(b) Three Million (3,000,000) shares of Common Stock of the par value of $.01 per share

(hereinafter referred to as “Common Stock”).

A. Preferred Stock

Shares of Preferred Stock may be issued from time to time in one or more series, as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made

7

cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preference and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(a) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute each series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(b) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(c) The right, if any, of the holders of Preferred Stock of such series to convert the same into, or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed;

(e) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the Corporation;

8

(f) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(g) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine; provided, however, that each holder of Preferred Stock shall have no more than one vote in respect of each share of Preferred Stock held by him on any matter voted upon by the stockholders.

B. Common Stock

1. After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of paragraph A of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of paragraph A of this Article Fourth), and subject further to any other conditions which may be fixed in accordance with the provisions of paragraph A of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

2. After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of paragraph A of this Article Fourth) to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

9

3. Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to paragraph A of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held by him on all matters voted upon by the stockholders.

C. Other Provisions

1. The relative powers, preference and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in paragraph A of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them, provided however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to paragraph A of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

2. Subject to the provisions of subparagraph 1 of this paragraph C, shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

10

3. Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

4. The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

FIFTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SIXTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

11

1. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the by-laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. In furtherance and not in limiation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expresely authorized and empowered;

(a) To make, alter, or repeal by-laws subject to the power of the stockholders to alter or repeal the by-laws made or altered by the Board of Directors.

(b) Subject to the provisions of the laws of the State of Delaware and to the applicable provisions of the by-laws then in effect, to determine, from time to time, at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation.

(c) Without the assent or vote of the stockholders, to authorize and issue obligations of the Corporation, secured or unsecured, to include therein such covenants and restrictions and such provisions as to redeemability, convertibility, or otherwise, as the Board of Directors, in its sole discretion, may determine, and to authorize the mortgaging or pledging,as security therefor, of any property of the Corporation, real or personal, including after-acquired property.

12

(d) From time to time in such manner and upon such terms and conditions as may be determined by the Board of Directors, to provide and carry out and recall, abolish, revise, alter or change one or more stock option, bonus, profit-sharing, retirement, insurance, pension, and other types of incentive, compensation and benefited plans for the employees (including officers and directors) of the Corporation and its subsidiaries and to fix the amount of profits to be distributed or shared and to determine the persons to participate in any such plans and the amounts of their respective participations.

(e) To set apart out of any of the funds available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve.

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, of the Certificate of Incorporation, and of the by-laws of the Corporation.

3. In lieu of taking any permissive or requisite action by vote at a meeting of stockholders, any such vote and any such meeting may be dispensed with if either all of the stockholders entitled to vote upon the action at any such meeting shall consent in writing to any such corporate action being taken or if less than all of the stockholders entitled to vote upon the action at any such meeting shall consent in writing to any such corporate action being taken; provided, that any such action taken upon less than the unanimous written consent of all stockholders entitled to vote upon any such action shall be by the written consent of the stockholders holding at least the minimum percentage of the votes required to be cast to authorize any such action under the provisions of the General Corporation Law or under the provisions of the Certificate of Incorporation or the by-laws as permitted by the provisions of the General Corporation Law; and, provided, that prompt notice be given to all stockholders entitled to vote on any such action of the taking of such action without a meeting and by less than unanimous written consent.

13

SEVENTH: Any contract, transaction, or act of the Corporation or of the Board of Directors, which shall be ratified by a majority in interest of a quorum of the stockholders of the Corporation having voting power at any annual meeting or any special meeting called for such purpose, shall be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify such contract, transaction, or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the Corporation, its directors or officers, of their right to proceed with such contract, transaction, or action.

EIGHTH: The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.”

14

Executed at Farmingdale	NewYork, on February 10th, 1969
	/s/ Richard T. Daly
	Richard T. Daly, President
Attest:
/s/ Sydney Meistrich
Sydney Meistrich, Secretary

15

STATE OF NEW YORK	)
COUNTY OF SUFFOLK	)

BE IT REMEMBERED that, on February 10th, 1969 before me a Notary Public duly authorized by law to take acknowledgement of deeds, personally came Richard T. Daly, President of Quantronix Corporation who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed is the act and deed of said Corporation, and that the facts stated therein are true.

GIVEN under my hand on February 10, 1969

	Notary Public

8602800130

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION OF

QUANTRONIX CORPORATION

Under Section 242 of the Delaware Corporation Law

1. The name of the corporation is Quantronix Corporation.

2. The corporation’s certificate of incorporation was filed by the Department of State on October 25, 1967.

3. The purpose of the Amendment is to eliminate the liability of directors to the corporation and its stockholders

for monetary damages arising out of the violation by directors of their fiduciary duty of care by deleting article EIGHTH of the certificate of incorporation and substituting in its place the following:

“(a) The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated to the full extent permitted by Section 102(b) (7) of the General Corporation Law of the State of Delaware, as amended from time to time New language.]

“(b) The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time, indemnify pursuant thereto. [Present language.]”

4. The Amendment to the certificate of incorporation was authorized by a vote of the board of directors at a meeting duly convened and held on September 29, 1986, followed by a vote of the holder or holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders, duly convened and held on September 29, 1986.

IN WITNESS WHEREOF, this certificate has been subscribed this 29th day of September, 1986 by the undersigned who affirm that the statements made herein are true under the penalties of perjury.

	QUANTRONIX CORPORATION
Date September 29,1986	By:	/s/ Donald Mitchell
		Donald Mitchell, President
	By:	/s/ Sydney Meistrich
		Sydney Meistrich, Secretary

00003                1544n-2

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 29^th day of September, 1986, before me personally came Donald Mithcell, to me known, who, being by me duly sworn, did depose and say that he resides at 6 Loft Land, Smithtown NY 11988; that he is the President of Quantronix Corporation the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation.

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 29^th day of September, 1986, before me personally came Sydney Meistrich, to me known, who, being by me duly sworn, did depose and say that he resides at 21 Oleandar Drive, [ILLEGIBLE], NY 11768; that he is the Secretary of Quantronix Corporation the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation.

00004

EX-99.T3A.10

Exhibit T3A.10

Val: 10/08/1996 – 142241	Val: 10/08/1996 – 142243
$20.00 on 10/08/1996	$195.00 on 10/08/1996
Check – 10/08/1996 – 49993	Check – 10/07/1996 – 180

FILED

STATE OF WASHINGTON

[SEAL]

OCT- 8, 1996 [Illegible]

601 743 766

ARTICLES OF INCORPORATION

OF

EXCEL PURCHASING CORPORATION

Pursuant to RCW 23B.02.020 of the Washington Business Corporation Act, the undersigned, being of legal age, hereby adopts the following Articles of Incorporation for the purpose of forming a business corporation:

FIRST: The name of the corporation is Excel Purchasing Corporation (the “Corporation”).

SECOND: The Corporation shall have authority to issue two hundred (200) shares of common stock, without par value.

THIRD: The address of the initial registered office of the Corporation is Suite 1, Professional Arts Building, 206 11th Avenue South East, Olympia, Washington 98501, and the name of its initial registered agent at such address is United Corporate Services, Inc.

FOURTH: The number of directors of the Corporation shall be fixed by the Bylaws and may be increased or decreased from time to time in the manner specified in the Bylaws. The initial Board of Directors shall consist of one (1) director. The name and address of the person who shall serve as director until the first annual meeting of shareholders and until his successor or successors are elected and qualified, unless he resigns or is removed, is:

Name	Address
J. Donald Hill	c/o Excel Technology, Inc.
	45 Adams Avenue
	Hauppauge, New York 11788

FIFTH: The Corporation, to the fullest extent permitted by Chapter 23B.08 of the Washington Business Corporation Act, as the same may be amended and supplemented, shall indemnify any and all persons whom it shall have power to indemnify under said Chapter from and against any and all of the expenses, liabilities, and other matters referred to in or covered by said Chapter, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SIXTH: The Board of Directors shall have the power to adopt, amend, or repeal the Bylaws for the Corporation, subject to the power of the shareholders to amend or repeal such Bylaws.

SEVENTH: To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of duty as a director. Any amendment to or repeal of this Article SEVENTH shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EIGHTH: The name and address of the incorporator is Leonard J. Breslow, Breslow & Walker, 875 Third Avenue, New York, N.Y. 10022.

DATED this 4th day of October, 1996.

/s/ Leonard J. Breslow

Leonard J. Breslow, Incorporator

FILED

STATE OF WASHINGTON

AUG 17, 1998

RALPH MUNRO

SECRETARY OF STATE

ARTICLES OF AMENDMENT OF

EXCEL PURCHASING CORPORATION

Pursuant to RCW 23B. 10.060, the undersigned corporation adopts the following Articles of Amendment:

1. The name of the corporation is Excel Purchasing Corporation.

2. Article I. of the Company’s Articles of Incorporation is amended as follows:

ARTICLE I. NAME

The name of this corporation is Synrad, Inc.

3. This amendment does provide for an exchange, reclassification, or cancellation of issued shares.

4. The date of the adoption of the amendment was August 10, 1998.

5. The above amendment was duly approved by the directors of the corporation and does not require shareholder action as permitted by RCW 23B.10.020.

The undersigned executes these Articles of Amendment under penalty of perjury on August 14,1998.

EXCEL PURCHASING CORPORATION
By:	/s/ Antoine Dominic
	Antoine Dominic Its President

EX-99.T3A.11

Exhibit T3A.11

EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

MICROE SYSTEMS CORP.

FIRST: The name of the Corporation is MicroE Systems Corp. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares of Common Stock, each having a par value of one cent ($.01).

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2. The directors of the Corporation shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

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3. The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

4. No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach, of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article FIFTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

5. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors of the Corporation are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors of the Corporation that would have been valid if such By-Laws had not been adopted.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the

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Board of Directors or in the By-Laws of the Corporation.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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EX-99.T3A.12

Exhibit T3A.12

CERTIFICATE OF INCORPORATION

OF

MICROE INTERNATIONAL, INC.

FIRST: The name of the Corporation is MicroE International, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 10,000 shares of Common Stock, $0.001 par value per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

FIFTH: The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Martha Hebner	MicroE Systems Corp. 8 Erie Drive Natick, Massachusetts 01760-1313

SIXTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1. election of directors need not be by written ballot; and

2. the Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH: Except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to

serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom.

As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee.

In the event that the Corporation does not assume the defense of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, the Corporation shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article, which undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment; and further provided that no such advancement of expenses shall be made if it is determined that (i) the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe his conduct was unlawful.

The Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors. In addition, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

All determinations hereunder as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation), or (d) a court of competent jurisdiction.

The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of the Indemnitees. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

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NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXECUTED at Natick, Massachusetts on December 7, 2000.

Sole Incorporator

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STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of MicroE International Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “            /                ” so that, as amended, said Article shall be and read as follows:

That the name of the company be amended to read as follows:

MES International Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 21st day of September 2009.

By:	/s/ S. Edelstein
	Authorized Officer
Title:	President
Name:	Sergio Edelstein
	Print or Type

EX-99.T3B.1

Exhibit T3B.1

BYLAWS

OF

GSI LUMONICS CORPORATION

MAY 1, 2000

ARTICLE 1

OFFICES

The corporation may establish or discontinue, from time to time, such offices and places of business as may be deemed proper for the conduct of its business.

ARTICLE 2

MEETINGS OF SHAREHOLDERS

2.1 Annual Meeting. Unless the Board of Directors shall otherwise determine, the annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on the second Tuesday in May of each year, or, if that day be a legal holiday, on the next succeeding day not a legal holiday.

2.2 Special Meetings. Special meetings of the shareholders may be called at any time by the Board and shall be called by the Secretary upon the written request, stating the purpose or purposes of any such meeting, of the holders of common stock who hold of record collectively not less than 25 percent of the outstanding shares of common stock. Unless limited by law, the Articles of Incorporation, the Bylaws, or by the terms of the notice, any and all business may be transacted at any special meeting of the shareholders.

2.3 Place of Meetings. Each meeting of shareholders shall be held at such place as may be designated by the Board for a particular meeting, prior to the time when notice of the meeting is given to the shareholders entitled to vote at the meeting.

2.4 Notice of Meetings. Except as otherwise provided or permitted by law, the Articles of Incorporation, or the Bylaws, notice of each meeting of shareholders shall be given to each shareholder of record entitled to vote at the meeting either by delivering the notice to him personally or by mailing it to him. If mailed, the notice shall be directed to the shareholder at his address as it appears on the records of the corporation unless, prior to the time of mailing, he has filed with the Secretary a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Notice of each meeting of shareholders shall be in a form approved by the Board and shall state the place, date and hour of the meeting, and if for a special meeting the purposes for which the meeting is called, and shall be given not fewer than ten nor more than sixty days before the date of the meeting.

2.5 Organization. The Chief Executive Officer shall act as chairman at all meetings of shareholders and shall call all meetings of shareholders to order and preside at them. The Board may designate an alternate chairman for any meeting of shareholders, and if the Chief Executive Officer is absent from a meeting and an alternate chairman has been designated, he shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary at all meetings of the shareholders, but in his absence the chairman of the meeting may appoint any person present to act as secretary of the meeting.

2.6 Quorum and Adjournment. Except as otherwise provided by law or by the Articles of Incorporation, the holders of a majority of the shares of stock entitled to vote at the meeting shall constitute a quorum at all meetings of the shareholders. In the absence of a quorum, the holders of a majority of the shares of stock present in person or by proxy and entitled to vote may adjourn any meeting, from time to time, until a quorum shall attend. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

2.7 Order of Business. The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting or as is otherwise determined by the vote of the holders of a majority of the shares of stock present in person or by proxy and entitled to vote.

2.8 Vote of Shareholders. Upon the demand of any shareholder entitled to vote, the vote for directors shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the chairman of the meeting. In a vote by ballot each ballot shall state the number of shares voted and the name of the shareholder or proxy voting. Except as otherwise required by law or by the Articles of Incorporation, directors to be elected at a meeting of shareholders shall be elected by a plurality of the votes cast at such meeting by the holders of shares entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at such meeting by the holders of stock entitled to vote.

2.9 Voting List. The officer who has charge of the stock ledger of the corporation shall, at least ten days before every meeting of the shareholders prepare and make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

2.10 Meeting by Conference Telephone. A shareholder may participate in a meeting of shareholders by a conference telephone or similar communications equipment by which all

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persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLE 3

BOARD OF DIRECTORS

3.1 Shareholders Act as Directors. As of the date of the adoption of these Bylaws, Article VIII of the Corporation’s Articles of Incorporation provides that:

The Corporation shall have no Board of Directors. The usual powers, authorities and obligations ordinarily delegated to the Board of Directors shall be assumed by the Shareholder of the Corporation.

Accordingly, for all purposes under these Bylaws, the Shareholders shall have the powers, authorities and obligations otherwise delegated to the Board of Directors under these Bylaws.

3.2 Number. The number of directors constituting the Board of Directors of the corporation shall be such number as is fixed from time to time by resolution adopted by the Board or by the shareholders.

3.3 General Powers. The business, properties and affairs of the corporation shall be managed by the Board, which shall, without limiting the generality of the foregoing, have power to appoint the officers of the corporation, to appoint and direct agents, and to grant general or limited authority to officers, employees, and agents of the corporation to make, execute, and deliver contracts and other instruments and documents in the name and on behalf of the corporation and over its seal, without specific authority in each case. In addition, the Board shall have and may exercise all the powers of the corporation and do all lawful acts and things which are not reserved to the shareholders by law or the Articles of Incorporation.

3.4 Place of Meetings. Meetings of the Board shall be held at the principal office of the corporation or such other place within or without the State of Michigan as may, from time to time, be fixed by resolution of the Board. The place so determined for any meeting may be changed to some other place, in the case of a regular meeting, by order of the Chief Executive Officer, and, in the case of a special meeting, by order of the person or the persons at whose request the meeting is called. In either case the place so changed must be specified in a notice given as provided in Section 3.7 or in a waiver of notice thereof. Members of the Board or any committee appointed by the Board may participate in a meeting of the Board or any committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

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3.5 Organization Meeting. A newly elected Board shall meet and organize, as soon as practicable, after each annual meeting of shareholders, at the principal office of the corporation, without notice of such meeting, provided a majority of the whole Board is present. If such a majority is not present, such organization meeting may be held at any other time or place which may be specified in a notice given as provided in Section 3.7 for special meetings of the Board or in a waiver of notice. Any business which may properly be transacted by the Board may be transacted at any organization meeting.

3.6 Regular Meetings. The Board shall meet, without notice, at such times as shall be fixed by resolution of the Board, at the principal office of the corporation. If any such day shall be a legal holiday, the meeting shall be held at the same place where the meeting was to be held, on the next succeeding business day not a legal holiday, at the time fixed by the Board. Any business which properly may be transacted by the Board may be transacted at any regular meeting.

3.7 Special Meetings; Notice and Waiver of Notice. Special meetings of the Board shall be called by the Secretary at the request of the Chief Executive Officer, or at the request in writing of any three directors stating the purpose or purposes of such meeting. Notices of special meetings shall be mailed to each director, at his residence or usual place of business, not later than two days before the day on which the meeting is to be held or shall be given to him either in person or by telegraph or by telephone, not later than the day before the meeting. Whenever notice of any meeting of the Board is required to be given under any provision of law, the Articles of Incorporation or the Bylaws, a written waiver of notice signed by the directors entitled to notice, whether before, at, or after the time of such meeting, shall be deemed equivalent to notice. Attendance of a director at any meeting of the Board shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Board or any committee thereof need be specified in any written waiver of notice.

3.8 Organization. The Chief Executive Officer shall preside at all meetings of the Board. In the absence of the Chief Executive Officer, a temporary chairman may be chosen by the members of the Board present to preside at a meeting of the Board. The Secretary of the corporation shall act as the secretary at all meetings of the Board, and in his absence a temporary secretary shall be appointed by the chairman of the meeting.

3.9 Quorum and Manner of Acting. At every meeting of the Board a majority of the entire Board shall constitute a quorum; and, except as otherwise provided by law, the vote of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned.

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3.10 Voting. On any question on which the Board shall vote, the names of those voting and their votes shall be entered in the minutes of the meeting when any member of the Board so requests.

3.11 Directors’ Compensation. Directors who are not officers of the corporation shall receive such compensation as may be fixed by the Board for services on the Board or any Committee of the Board.

3.12 Resignations. Any director may resign at any time either by oral tender of resignation at any meeting of the Board or by such tender to the Chief Executive Officer or by giving written notice thereof to the corporation. Any resignation shall be effective immediately unless a different date is specified for it to take effect.

ARTICLE 4

COMMITTEES

4.1 Committees. The Board may appoint from time to time committees which shall have such powers and duties as the Board may properly determine, and may appoint one of the members of any such other committee to be its chairman.

4.2 Place of Meetings. Notice and Waiver of Notice. Meetings of committees of the Board shall be held at the principal office of the corporation or at such other places as the committee in question may determine from time to time. Meetings of any committee of the Board may be called by the chairman of such committee or by the Secretary at the request of any other member thereof. Notice of any meeting of any committee of the Board shall be in form approved by the chairman of such committee, or if the meeting is called pursuant to the request of some other member of such committee and there is a failure to approve the form of notice as aforesaid, then in the form approved by such member. The provisions of Section 3.6 with respect to the giving and waiver of notice of special meetings of the Board shall also apply to all meetings of such other committees.

ARTICLE 5

OFFICERS

5.1 Officers. The corporation shall have a Chief Executive Officer, a President, may have one or more Vice Presidents, and shall have a Secretary, a Treasurer, and such other officers as may be appointed by the Board. The President shall be selected from among the directors. The Board may also appoint such other officers and agents as in its judgment the business of the corporation may require, and any such officers may be appointed, subject to the authority of the Board, by the President.

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5.2 Term of Office. All officers shall hold office at the pleasure of and until removed by the Board, or, in the case of officers who may be appointed by the President, until removed by one of them or by the Board.

5.3 Resignations. Any officer may resign at any time, either by oral tender of resignation to the President or by giving written notice to the corporation. Any resignation shall be effective immediately unless a different date is specified for it to take effect.

5.4 Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the Board unless a Chairperson of the Board has been elected to do so. Unless a specific description of the Chief Executive Officer’s duties is adopted by the Board, which shall then be controlling, the Chief Executive Officer, along with the President, shall be the chief executive and administrative officer of the Corporation having all authorities normally associated therewith. The Chief Executive Officer shall have such other powers and duties as are delegated by the these Bylaws or by the Board.

5.5 The President. The President along with the Chief Executive Officer shall have general supervision of the business and affairs of the corporation and shall be responsible for carrying out the policies adopted or approved by the Board. They shall direct the functions and activities of all other officers or agencies of the corporation. They shall preside at all meetings of the shareholders and of the Board. The President and Chief Executive Officer shall also perform such acts and duties as pertain to that office by virtue of law or regulation.

5.6 Vice President. Each Vice President shall perform such duties and exercise such powers as may be delegated by the Board or the President. In the absence or disability of the President or a vacancy in that office, those particular acts and duties which by law or regulation pertain to the office of the President shall be performed by a Vice President as shall be designated by the Board.

5.7 The Secretary. The Secretary shall attend to the giving of notice of all meetings of shareholders and of the Board and committees, as provided in Sections 2.4 and 3.6, and shall keep minutes of all proceedings at all meetings. He shall have charge of the corporate seal and shall have authority to attest to any and all instruments or writings to which the same may be affixed. He shall have charge of the stock ledger and shall keep and account for all books, documents, papers and records of the corporation, except those for which some other officer or agent is properly accountable. He shall generally perform all the duties which usually pertain to the office of Secretary of a corporation. In the absence of the Secretary, such person as shall be designated by the President shall perform his duties.

5.8 The Treasurer. The Treasurer shall have the care and custody of all the funds of the corporation and shall deposit the same in such banks or other depositories as the Board, or any officer authorized by the Board, shall from time to time direct or approve. He shall keep a full and accurate account of all moneys received and paid on account of the corporation and shall

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render a statement of his accounts whenever the Board shall require. He shall perform all other necessary acts and duties in connection with the administration of the financial affairs of the corporation, and shall generally perform all the duties usually appertaining to the office of Treasurer of a corporation. When required by the Board, he shall give bonds for faithful discharge of his duties in such sums and with such sureties as the Board shall approve. In the absence of the Treasurer, such person as shall be designated by the President shall perform his duties.

5.9 Compensation. The compensation of the Chief Executive Officer, President, the Vice Presidents, the Secretary, and the Treasurer shall be fixed by the Board. Subject to the authority of the Board, the Chief Executive Officer, the President, or any other officer or committee of the officers appointed by him may appoint or dismiss all or any other officers and all or any clerks, agents and employees, prescribe their duties, and from time to time fix their compensation.

ARTICLE 6

INDEMNIFICATION

Each person who is or was a director, officer, or member of a committee of the corporation and each person who serves or has served at the request of the corporation as a director, officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time. The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentences.

ARTICLE 7

STOCK AND TRANSFERS OF STOCK

7.1 Stock Certificates. The stock of the corporation shall be represented by certificates signed by the President and (i) the Secretary or an Assistant Secretary, or (ii) the Treasurer or an Assistant Treasurer. Where any such certificate is countersigned by a Transfer Agent, other than the corporation or its employee, or by a Registrar other than the corporation or its employee, such officers’ signatures may be facsimiles, engraved, stamped, or printed. In case any such officer, Transfer Agent or Registrar who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer, Transfer Agent or Registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such officer,

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Transfer Agent or Registrar were an officer, Transfer Agent of Registrar at the date of its issue. The certificates representing the stock of the corporation shall be in such form as shall be approved by the Board.

7.2 Transfer Agents and Registrars. The Board, in its discretion, may appoint from time to time one or more banks as the Board may deem advisable to act as Transfer Agents and Registrars of the stock of the corporation; and upon such appointments being made, no stock certificate shall be valid until countersigned by one of such Transfer Agents and registered by one of such Registrars.

7.3 Transfers of Stock. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate, or by attorney lawfully constituted in writing, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the corporation or its agents may reasonably require. No transfer of stock other than on the records of the corporation shall affect the right of the corporation to pay any dividend upon the stock to the holder of record thereof or to treat the holder of records as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the records of the corporation.

7.4 Lost Certificates. In case any certificate of stock shall be lost, stolen or destroyed, the Board in its discretion, or any officer or officers or any agent or agents thereunto duly authorized by the Board, may authorize the issue of a substitute certificate in place of the certificate so lost, stolen or destroyed and may cause of authorize such substitute certificate to be countersigned by the appropriate Transfer Agent and registered by the appropriate Registrar; provided, however, that, in each such case, the applicant for a substitute certificate shall furnish to the corporation and to such of its Transfer Agents and Registrars as may require the same, evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of its ownership, and also such security or indemnity as they may require.

ARTICLE 8

CORPORATE SEAL

8.1 Seal. The seal of the corporation shall be in such form as may be approved, from time to time, by the Board.

8.2 Affixing and Attesting. The seal of the corporation shall be in the custody of the Secretary, who shall have power to affix it to the proper corporate instruments and documents, and who shall attest it. In his absence, it may be affixed and attested by an Assistant Secretary, or by the Treasurer or an Assistant Treasurer or by any other person or persons as may be designated by the Board.

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ARTICLE 9

MISCELLANEOUS

9.1 Fiscal Year. The fiscal year of the corporation shall be the calendar year.

9.2 Signatures of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officers or agents and in such a manner as, from time to time, may be prescribed by resolution of the Board or may be prescribed by any officer of officers, or any officer and agent jointly, duly authorized by the Board.

9.3 Execution of Contracts and other Instruments. The CEO, President, any Vice President, the Secretary, and the Treasurer shall each have general authority to execute contracts, bonds, deeds and powers of attorney in the name of and on behalf of the corporation. Any contract, bond, deed or power of attorney may also be executed in the name of and on behalf of the corporation by such other officer or such other agent as the Board may from time to time direct. The provisions of this Section 9.3 are supplementary to any other provision of these Bylaws.

9.4 Shares of Other corporations. The CEO, President, any Vice President, and the Secretary is each authorized to vote, represent and exercise on behalf of the corporation, all rights incidental to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised either by the officer in person or by any person authorized to do so by proxy or power of attorney duly executed by the officer. Notwithstanding the above, however, the Board, in its discretion, may designate by resolution the person to vote or represent said shares of other corporations.

ARTICLE 10

AMENDMENTS

The Bylaws may be altered, amended or repealed, and new Bylaws adopted, from time to time, by vote of the majority of the Board at any regular or special meeting.

Dated: May 1, 2000

9

BY-LAWS

OF

PHOTON SOURCES, INC.

ARTICLE I

Meetings

Section 1. Place of Meeting. Any or all meetings of the shareholders, and of the Board of Directors, of this corporation may be held within or without the State of Michigan.

Section 2. Annual Meeting of Shareholders. After the year 1967 on the first Tuesday of April , an annual meeting of the shareholders shall be held in each year, one of the purposes of which shall be the election of a Board of Directors.

Section 3. Notice of Annual Meeting of Shareholders. At least 10 days prior to the date fixed by Section 2 of this article for the holding of the annual meeting of shareholders, written notice of the time, place and purposes of such meeting shall be mailed, as hereinafter provided, to each shareholder entitled to vote at such meeting.

Section 4. Delayed Annual Meeting. If, for any reason, the annual meeting of the shareholders shall not be held on the day hereinbefore designated such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an annual meeting, provided, however, that the notice of such meeting shall be the same herein required for the annual meeting, namely not less than a ten-day notice.

Section 5. Order of Business at Annual Meeting. The order of business at the annual meeting of the shareholders shall be as follows:

a. Roll Call;

b. Reading Notice and Proof of Mailing;

c. Report of President;

d. Report of Secretary;

e. Report of Treasurer;

f. Election of Directors;

g. Transaction of other business mentioned in Notice;

h. Adjournment.

provided, that, in the absence of any objection, the presiding officer may vary the order of business at discretion.

Section 6. Special Meeting of Shareholders. A special meeting of the shareholders may be called at any time by the President, or by a majority of the Board of Directors, or by shareholders entitled to vote on not less than an aggregate of 25 per cent of the outstanding shares of the corporation having the right to vote at such special meeting. The method by which such meeting may be called is as follows: upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the President, or by a majority of the Board of Directors, or by shareholders as above provided, the Secretary of this corporation shall prepare, sign and mail the notices requisite to such meeting.

Section 7. Notice of Special Meeting of Shareholders. At least three (3) days prior to the date fixed for the holding of any special meeting of shareholders, written notice of the time, place and purposes of each meeting shall be mailed, as hereinafter provided, to each shareholder entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting.

Section 8. Organization Meeting of Board. Immediately following the meeting of incorporators at which these By-Laws are adopted, the Board of Directors named in the Articles of Incorporation shall convene for the purposes of election of officers and transacting any other business properly brought before it. At the place of holding the annual meeting of shareholders, and immediately following same, the Board of Directors as constituted upon final adjournment of such meeting shall convene for the purposes of electing officers and transacting any other business properly brought before it, provided, that the organization meeting in any year may be held at a different time and place by consent of a majority of the directors of such new board.

Section 9. Special Meeting of Board. Special meetings of the board of directors may be called by the President or by a majority of the board of directors at any time by means of written notice of the time, place and purpose thereof mailed, as hereinafter provided, to each director at least three (3) days prior to the date fixed for the holding of such meeting.

Section 10. Notices and Mailing. All notices required to be given by any provision of these By-Laws shall state the authority pursuant to which they are issued (as, “by order of the president,” or “by order of the board of directors,” or “by order of shareholders,” as the case may be) and shall bear the written or printed signature of the secretary. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the sendee at his, her or its last address appearing upon the original or duplicate stock ledger of this corporation at its registered office in Michigan, or, if the sendee be not a shareholder, then at his or her last address known to the corporation.

Section 11. Waiver of Notice. Notice of the time, place and purposes of any meeting of the shareholders or of the board of directors, may be waived by telegram, radiogram, cablegram or other writing, either before or after such meeting has been held.

ARTICLE II

QUORUM

Section 1. Quorum of Shareholders. A majority of the outstanding shares of this corporation entitled to vote, present by the record holders thereof in person or by proxy shall constitute a quorum at any meeting of the shareholders.

Section 2. Quorum of Directors. A majority of the directors shall constitute a quorum, provided that if the number of directors shall at any time be more than seven, then and in that event one-third of the members of the board shall constitute a quorum.

ARTICLE III

Voting, Elections and Proxies

Section 1. Who is Entitled to Vote. Except as the articles or an amendment, or amendments, thereto otherwise provide, each shareholder of this corporation shall at every meeting of the shareholders, be entitled to one vote in person or by proxy for each share of capital stock of this corporation held by such shareholder.

Section 2. Proxies. No proxy shall be deemed operative unless and until signed by the shareholder and filed with the corporation. In the absence of limitation to the contrary contained in the proxy, the same shall extend to all meetings of the shareholders and shall remain in force three years from its date and no longer.

Section 3. Vote by Shareholder Corporation. Any other corporation owning voting shares in this corporation may vote upon the same by the president of such shareholder corporation, or by proxy appointed by him, unless some other person shall be appointed to vote upon such shares by resolution of the board of directors of such shareholder corporation.

Section 4. Inspectors of Election. Whenever any person entitled to vote at a meeting of the shareholders shall request the appointment of inspectors, a majority of the shareholders present at such meeting and entitled to vote thereat shall appoint not more than three inspectors, who need not be shareholders. If the right of any person to vote at such meeting shall be challenged, the inspectors shall determine such right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. Their certificate of any vote shall be prima facie evidence thereof.

ARTICLE IV

Board of Directors

Section 1. Number of Term of Directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of three members, who need not be shareholders. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified. A director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

Section 2. Vacancies. Vacancies in the board of directors shall be filled by appointment made by the remaining directors. Each person so elected to fill a vacancy shall remain a director until his successor has been elected by the shareholders, who may make such election at their next annual meeting or at any special meeting, duly called for that purpose, held prior thereto.

Section 3. Action by Unanimous Written Consent. If and when the directors severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid corporation action as though it had been authorized at a meeting of the board of directors.

Section 4. Power to Make By-Laws. The board of directors shall have power to make and alter any by-laws or by-law including the fixing and altering of the number of directors, provided, that the board shall not make or alter any by-laws or by-law fixing the qualifications, classifications or term of office of any member or members of the then existing board.

Section 5. Power to Elect Officers. The board of directors shall select a president, one or more vice-presidents, a secretary and a treasurer, and may select a manager, an assistant secretary and an assistant treasurer. No officer except the president and one vice-president need be a member of the board, but a vice-president who is not a director shall not succeed to nor fill the office of the president.

Section 6. Power to Appoint Other Officers and Agents. The board of directors shall have power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation.

Section 7. Removal of Officers and Agents. Any officer or agent may be removed by the board of directors whenever in the judgment of the board the best interests of the corporation will be served thereby.

Section 8. Delegation of Powers. For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 9. Power to Fill Vacancies. The board shall have power to fill any vacancy in any office occurring from any reason whatsoever.

Section 10. Power to Appoint Executive Committee. The board of directors shall have the power to appoint by resolution an executive committee composed of two or more directors who, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporation between meetings of the board.

Section 11. Power to Require Bonds. The board of directors may require any officer or agent to file with the corporation and keep in force a bond satisfactory to the board, conditioned for faithful performance of his duties and for restoration to the corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the corporation.

Section 12. Compensation. The compensation of directors, officers and agents shall be such as may be fixed by the board.

ARTICLE V

Officers

Section 1. President. The president shall be selected by and from the membership of the board of directors. He shall preside at all meetings of the board of directors and shall have such other powers and duties as are delegated by the by-laws or by the board of directors.

Section 2. Vice-Presidents. At least one vice-president shall be chosen from the membership of the board. Such vice-presidents as are board members, in the order of their seniority, shall perform the duties and exercise the powers of president during the absence or disability of the president.

Section 3. Secretary. The secretary shall attend all meetings of the shareholders and of the board of directors, and of the executive committee, and shall preserve in books of the company true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the corporation and shall have authority to affix the same to all instruments where its use is required. He shall give all notices required by statute, by-law or resolution. He shall perform such other duties as may be delegated to him by the board of directors or by the executive committee.

Section 4. Treasurer. Except as otherwise provided in this section, the treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he shall deposit all moneys, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at regular meetings of the board, and whenever requested by them, an account of all his transactions as treasurer and of the financial conditions of the corporation. The board of directors may by resolution delegate to the manager, if there be one, such powers and duties with respect to corporate funds as may be deemed by it desirable.

Section 5. Assistant Secretary and Assistant Treasurer. The assistant secretary, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer.

Section 6. Manager. If a manager is selected by the board of directors he shall have general and active management of the business of the corporation, to the extent and with the powers and duties which the board of directors shall by resolution prescribe.

ARTICLE VI

Stock and Transfers

Section 1. Certificates for Shares. Every shareholder shall be entitled to a certificate of his shares, signed by the president or vice-president and the secretary, or the treasurer or by the assistant secretary or the assistant treasurer, under the seal of the corporation, certifying the number and class of shares represented by such certificates, which certificates shall state the terms and provisions of all classes of shares and, if such shares are not fully paid, the amount paid; provided, that where such certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of such corporation, and by a registrar, the signature of any such president, vice-president, secretary, assistant secretary, treasurer or assistant treasurer, and the seal of the corporation, may be facsimile.

Section 2. Transferable only on Books of Corporation. Shares shall be transferable only on the books of the corporation by the person named in the certificate, or by attorney lawfully constituted in writing, and upon surrender of the certificate thereof. A record shall be made of every such transfer and issue. Whenever any transfer is made for collateral security and not absolutely the fact shall be so expressed in the entry of such transfer.

Section 3. Registered Shareholders. The corporation shall have the right to treat the registered holder of any share as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the corporation shall have express or other notice thereof, save as may be otherwise provided by the statutes of Michigan.

Section 4. Transfer Agent and Registrar. The board of directors may appoint a transfer agent and a registrar of transfers, and may require all certificates of shares to bear the signature of such transfer agent and of such registrar of transfers, or as the board may otherwise direct.

Section 5. Regulations. The board of directors shall have power and authority to make all such rules and regulations as the board shall deem expedient regulating the issues, transfer and registration of certificates for shares in this corporation.

ARTICLE VII

Dividends and Reserves

Section 1. Sources of Dividends. The board of directors shall have power and authority to declare dividends from the following sources:

(a) From earned surplus;

(b) From net earnings;

(c) From any surplus, as to dividends upon preferred shares only;

(d) From appreciation of the value of the assets of corporation, provided that such dividend shall be payable in stock only.

In determining earned surplus the judgment of the board shall be conclusive in the absence of bad faith or gross negligence.

Section 2. Manner of payment of Dividend. Dividends may be paid in cash, property, in obligations of the corporation or in shares of the capital stock of the corporation.

Section 3. Reserves. The board of directors shall have power and authority to set apart, out of any funds available for dividends, such reserve or reserves, for any proper purpose, as the board in its discretion shall approve; and the board shall have power and authority to abolish any reserve created by the board.

ARTICLE VIII

Right of Inspection

Section 1. Inspection of List of Shareholders. At least ten days before every election of directors, a complete list of shareholders entitled to vote at such election shall be open to examination by any registered shareholder entitled to vote at such election, provided, that no shareholder holding less than two per cent of the outstanding capital stock of the corporation shall be entitled to exercise such privilege of inspection in advance of such meeting.

Section 2. Inspection of Books of Accounts and Stock Books. The books of account and stock books of this corporation shall be open to inspection at all reasonable times and for any proper purposes by the shareholders, provided, that no shareholder holding of record in the aggregate leas than two per cent of the outstanding shares of some one class of the stock of this corporation, and no person, whatever his or her holdings, who has not then been a shareholder of record of this corporation for at least three months prior to making such application, shall be permitted to exercise such privilege of inspection, except pursuant to resolution of the board of directors.

ARTICLE IX

Execution of Instruments

Section 1. Checks, etc. All checks, drafts and orders for payment of money shall be drawn in the name of the corporation and shall be signed by such officer or officers, agent or agents as the board of directors shall from time to time designate for that purpose.

Section 2. Contracts, Conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president, or any vice-president, and the secretary, or assistant secretary, may execute the same in the name and behalf of this corporation and may affix the corporate seal thereto. The board of directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.

ARTICLE X

Seal

Section 1. Seal. The seal of the corporation shall consist of two concentric circles with the name of the corporation inscribed thereon

ARTICLE XI

Amendment of By-Laws

Section 1. Amendment, How Effected. These by-laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the shares entitled to vote at any regular or special meeting of the shareholders if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of meeting or (subject to the limitation of Article IV, Section 4) by the affirmative vote of a majority of the board of directors at any meeting of the board if notice of the proposed amendment, alteration, change, addition to or repeal be contained in the notice of the

Meeting; provided, that any by-law resulting from the affirmative vote of a majority of the board of directors as provided herein may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the shares entitled to vote at any regular or special meeting of the shareholders; and provided that no change of the date for the annual meeting of shareholders shall be made within thirty days next before the date on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all shareholders entitled to vote at the annual meeting.

Dated November 15, 1967

/s/ William Fredrick, Jr.

William Fredrick, Jr., Secretary

Attest:

/s/ Semyon Portnow

Semyon Portnow, President

AMENDMENT TO BY-LAWS

At a duly called and held meeting of the Board of Directors of Photon Sources, Inc. on January 2, 1968, the By-Laws of the corporation were amended as follows.

ARTICLE IV, Section 1, of the By-Laws is amended to read as follows:

Section 1. Number and Term of Directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of five members, who need not be shareholders. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified. A director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

Assistant Secretary

AMENDMENT TO BY-LAWS

At a duly called and held meeting of the Board of Directors of Photon Sources, Inc. on March 1, 1969, the By-Laws of the corporation were amended as follows:

ARTICLE IV, Section 1, of the By-Laws is amended to read as follows:

Section 1. Number and Term of Directors. The business, property and affairs of this corporation shall be managed by a broad of directors composed of six members, who need not be shareholders. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified. A director may be removed from office at any time by a majority vote of the stockholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

Assistant Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

At a duly called and held meeting of the Board of Directors of Photon Sources, Inc. on May 26, 1972, the By-Laws of the corporation were amended by the addition of ARTICLE XII, as follows:

ARTICLE XII.

INDEMNIFICATION OF OFFICERS, DIRECTORS

EMPLOYEES AND AGENTS: INSURANCE

Section 1. Any directors and officers or former directors or officers shall be held harmless and indemnified by the Corporation against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties or a party by reason of being or having been directors or a director or officer of the Corporation except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

Section 2. To the extent not prohibited by law, the corporation shall also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 3. The corporation shall indemnify any person who was or is a party or is threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the

Page 2 – Amendment to By-Laws

               May 26, 1972

court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 4. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 2 and 3, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5. Any indemnification under sections 2 and 3 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 2 and 3. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

Section 6. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the manner provided by section 5 upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this article.

Section 7. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this article.

Section 9. Each of the provisions hereof shall be deemed and considered a separate and severable provision so that if any provision is deemed or declared to be invalid or unenforceable, this shall have no effect on the validity or enforceability of any of the other provisions.

Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

At a consent meeting of the Board of Directors of Photon Sources, Inc. on June 19, 1972, the By-Laws of the corporation were amended as follows:

ARTICLE IV, Section 1, of the By-Laws is amended to read as follows:

Section 1. Number and Term of Directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of five members, who need not be shareholders. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified. A director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

/s/ Mark W. Griffin

Mark W. Griffin, Assistant Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

Act the annual meeting of the Board of Directors of Photon Sources, Inc. on April 27, 1976, the By-Laws of the corporation were amended as follows:

ARTICLE I, Section 2, of the By-Laws is amended to read as follows:

Section 2. Annual Meeting of Shareholders. On the last Tuesday of April each year, an annual meeting of the shareholders shall be held, one of the purposes of which shall be the election of a Board of Directors.

ARTICLE I, Section 5, of the By-Laws is amended to read as follows:

Section 5. Order of Business at Annual Meeting. The order of business at the annual meeting of the shareholders shall be as follows:

a. Roll call and tabulation of shares present in person and by proxy.

b. Filing Notice and Proof of Mailing.

c. Reading of minutes of previous meeting.

d. Election of Directors.

e. Transaction of other business mentioned in the Notice.

f. Report of President.

g. Report of Treasurer.

h. Adjournment.

provided that, in the absence of any objection, the presiding officer may vary the order of business at discretion.

ARTICLE V, Section 2, of the By-Laws is amended to read as follows:

Section 2. Vice-Presidents. The Board may choose such Vice-Presidents as from time to time it may deem appropriate. The Vice-Presidents shall not have authority to act in the place of the President except for such authority as may be specifically from time to time specified by the Board.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

At a meeting of the Board of Directors of Photon Sources, Inc. on December 9, 1977, the By-Laws of the corporation were amended as follows:

ARTICLE I, Section 2, of the By-Laws is amended to read as follows:

Section 2. Annual Meeting of Shareholders. On the 4th Tuesday of January of each year, an annual meeting of the shareholders shall be held, one of the purposes of which shall be the election of a Board of Directors.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

At a consent meeting of the Board of Directors of Photon Sources, Inc. on June 7, 1979, the By-Laws of the corporation were amended as follows:

ARTICLE IV, Section 1 of the By-Laws is amended to read as follows:

Section 1. Number and Term of Directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of seven members, who need not be shareholders. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified. A director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

December 14, 1981

At a regular meeting of the Board of Directors of Photon Sources, Inc., held on December 14, 1981, the By-Laws of the Corporation were amended as follows:

Section 2., Annual Meeting of Shareholders, of ARTICLE I of the By-Laws is amended to read as follows:

Section 2. Annual Meeting of Shareholders. An annual meeting of the Shareholders shall be held in January each year at a time and place to be determined by the Board of Directors each year.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BY-LAWS

PHOTON SOURCES, INC.

December 23, 1981

At a consent meeting of the Board of Directors of Photon Sources, Inc., held as of December 23, 1981, the By-Laws of the Corporation were amended as follows:

ARTICLE IV of the By-Laws is amended to add Section 13 to read as follows:

Section 13. Action By Telephone. A special meeting of the Board of Directors may be held by telephone with the same notice and quorum requirements as required for other special meetings.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BYLAWS

PHOTON SOURCES, INC.

Effective December 31, 1982

At a consent meeting of the Board of Directors of Photon Sources, Inc., held as of January 4, 1983, the Bylaws of the Corporation were amended as follows:

ARTICLE IV, Section 1, of the Bylaws is amended to read as follows, effective December 31, 1982:

Section 1. Number and Term of Directors. The business, property and affairs of this Corporation shall be managed by a Board of Directors composed of six members, who need not be shareholders. Each Director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified. A Director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

AMENDMENT TO BYLAWS

PHOTON SOURCES, INC.

Effective January 30, 1985

At a consent meeting of the Board of Directors of Photon Sources, Inc. held as of November 28, 1984, the Bylaws of the Corporation were amended as follows:

ARTICLE IV, Section 1, of the Bylaws is amended to read as follows, effective January 30, 1985:

Section 1. Number and Term of Directors. The business, property and affairs of this Corporation shall be managed by a Board of Directors composed of five members, who need not be shareholders. Each Director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified. A Director may be removed from office at any time by a majority vote of the shareholders at any regular or special meeting, in which case a vacancy will occur, to be filled pursuant to the terms of the succeeding paragraph.

/s/ Mark W. Griffin

Mark W. Griffin, Secretary

EX-99.T3B.3

Exhibit T3B.3

BY-LAWS

OF

EXCEL TECHNOLOGY, INC.

A Delaware Corporation

Effective August 29, 2008

TABLE OF CONTENTS

		Page
	ARTICLE I
	OFFICES
Section 1.	Registered Office	1
Section 2.	Other Offices	1
	ARTICLE II
	MEETINGS OF STOCKHOLDERS
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	1
Section 3	Special Meetings	2
Section 4.	Notice	2
Section 5.	Adjournments	3
Section 6.	Quorum	3
Section 7.	Voting	3
Section 8.	Proxies	4
Section 9.	Consent of Stockholders in Lieu of Meeting	5
Section 10.	List of Stockholders Entitled to Vote	7
Section 11.	Record Date	8
Section 12.	Stock Ledger	9
Section 13.	Conduct of Meetings	10
	ARTICLE III
	DIRECTORS
Section 1.	Number and Election of Directors	10
Section 2.	Vacancies	11
Section 3.	Duties and Powers	11
Section 4.	Meetings	11
Section 5.	Organization	12
Section 6.	Resignations and Removals of Directors	13
Section 7.	Quorum	13
Section 8.	Actions of the Board by Written Consent	14
Section 9.	Meetings by Means of Conference Telephone	14
Section 10	Committees	14
Section 11.	Compensation	15
Section 12.	Interested Directors	16

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	ARTICLE IV
	OFFICERS
Section 1.	General	17
Section 2.	Election	17
Section 3.	Voting Securities Owned by the Corporation	17
Section 4.	Chairman of the Board of Directors	18
Section 5.	President	18
Section 6.	Vice Presidents	19
Section 7.	Secretary	19
Section 8.	Treasurer	20
Section 9.	Assistant Secretaries	21
Section 10.	Assistant Treasurers	21
Section 11.	Other Officers	22
	ARTICLE V
	STOCK
Section 1.	Shares of Stock	22
Section 2.	Signatures	22
Section 3.	Lost Certificates	23
Section 4.	Transfers	23
Section 5.	Dividend Record Date	24
Section 6.	Record Owners	24
Section 7.	Transfer and Registry Agents	25
	ARTICLE VI
	NOTICES
Section 1.	Notices	25
Section 2.	Waivers of Notice	26
	ARTICLE VII
	GENERAL PROVISIONS
Section 1.	Dividends	26
Section 2.	Disbursements	27
Section 3.	Fiscal Year	27
Section 4.	Corporate Seal	27

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	ARTICLE VIII
	INDEMNIFICATION
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	27
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	28
Section 3.	Authorization of Indemnification	29
Section 4.	Good Faith Defined	30
Section 5.	Indemnification by a Court	30
Section 6.	Expenses Payable in Advance	31
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses	31
Section 8.	Insurance	32
Section 9.	Certain Definitions	32
Section 10.	Survival of Indemnification and Advancement of Expenses	33
Section 11.	Limitation on Indemnification	33
Section 12.	Indemnification of Employees and Agents	34
	ARTICLE IX
	AMENDMENTS
Section 1.	Amendments	34
Section 2.	Entire Board of Directors	34

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BY-LAWS

OF

EXCEL TECHNOLOGY, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”),

Section 2. Annual Meetings. The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings or (iii) stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

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Section 5. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 6. Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5 hereof, until a quorum shall be present or represented.

Section 7. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, or permitted by the rules of any stock exchange on which the Company’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a

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majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 11(a) of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the

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transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing of transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting

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at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission

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shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 9.

Section 10. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at

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the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 11. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 12. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

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Section 13. Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting: (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be three and thereafter shall be fixed from time to time by the Board of Directors. Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the

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votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be stockholders.

Section 2. Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies on the Board of Directors or any committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or such committee or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall, in the case of the Board of Directors, hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of the Board of Directors, shall hold office until their successors are duly appointed by the Board of Directors or until their earlier death, resignation or removal.

Section 3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such

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committee, respectively. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or by any director. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the President, or any director serving on such committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Organization. At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

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Section 6. Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

Section 7. Quorum. Except as otherwise required by law, or the Certificate of Incorporation or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

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Sections 8. Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 10. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace

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any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 11. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

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Section 12. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director), a Treasurer, and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation

Section 2. Election. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all

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such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and

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except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, if there shall be one, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or

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books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer, if there shall be one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer, if there shall be one, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular

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meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 9. Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s

21

death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Shares of Stock. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of The Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

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registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any

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case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5. Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede 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 such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

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Section 7. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed

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to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2. Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of

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Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party

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to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation, serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by

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such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or

29

proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such

30

court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or

31

otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position

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under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or

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legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Adopted as of: August 29, 2008

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EX-99.T3B.4

Exhibit T3B.4

exhibit A                    

BY-LAWS

OF

CAMBRIDGE TECHNOLOGY, INC.

ARTICLE FIRST

DIRECTORS

Section 1. Number. The property, affairs and business of the corporation shall be managed by a Board of Directors which shall consist of such number of persons, not less than three, as the stockholders having voting power may at the annual or a special meeting in lieu of the annual meeting of stockholders determine and elect, provided however that the number of directors may be less than three but not less than two whenever there shall be two stockholders, and not less than one whenever

a. there shall be a single stockholder, or

b. the corporation shall not have issued any of its shares

If a vacancy or vacancies shall occur, for any reason, in the membership of the Board, other than through removal by stockholder action, at any time when a stockholders meeting is not in session, the remaining directors or director may, quorum requirements notwithstanding, elect a successor or successors, to hold office until the next annual meeting of stockholders and until their successors are elected.

Section 2. Increase or Decrease. The stockholders of the corporation may increase or decrease at any meeting the number of directors within the limits provided in Section 1 above. If the number of directors be increased, the additional directors shall be elected by the stockholders at the meeting authorizing the increase. If the number of directors be decreased the decrease shall become effective to the extent made possible by vacancies in the office of director or by resignations and no director may be removed solely for the purpose of effecting such decrease.

Section 3. Removal. Directors may be removed from office with cause by the Board of Directors or with or without cause by the stockholders at a meeting called at least in part for the purpose of considering removal, upon the affirmative vote of a majority in interest of the stock or class of stock entitled to vote upon the election of the director or directors proposed to be removed, as the case may be, unless other provisions shall be made in Article ELEVENTH hereof. Removal may be effected with cause only after reasonable notice to each director proposed to be removed and the opportunity to be heard by the body proposing removal.

Section 4. Term of Office. The term of office of a director elected at the annual meeting of the stockholders shall be one year: provided, however, that he shall hold his office until his successor shall be elected and qualified. A director elected by the stockholders at other than the annual meeting of

stockholders shall hold office until the next annual meeting of stockholders and the election and qualification of his successor.

Section 5. Meetings. The Board of Directors shall meet at the principal office of the corporation or at such other place within the United States as may from time to time be fixed by resolution of the Board or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such time as the Board may by resolution fix; special meetings may be held at any time upon the call of the President or a Vice President or the Clerk, or of any two directors, by written (including telegraphic) notice specifying the date, place and hour (but not necessarily the purpose) of the meeting served on or sent or mailed to each director not less than two days before the meeting.

An annual meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of any regularly scheduled meeting of the Board. Notice of a meeting need not be given to a director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting; notice need not be given to any director attending a meeting without protesting the lack of notice prior to or at the commencement of the meeting.

The members of the Board of Directors or of any Committee designated by said Board of Directors may participate in a meeting of the Board or of any such Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 6. Committees. The Board of Directors may elect from the Board an Executive Committee or other committee or committees which shall have and exercise such powers of the Board as may be permitted by law and as shall be conferred upon such committee by the Board. A majority of any such committee may fix the time and place of its meetings and approve any action as the act of the committee, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.

Section 7. Management. The Board of Directors shall have the entire charge, control and management of the corporation and its property and business and may exercise all or any of its powers. Among other things the Board may, unless otherwise provided in Article ELEVENTH hereof, (l) authorize the issuance of the shares of the corporation from time to time in its discretion for such considerations as the Board shall determine and as may be permitted by law; (2) determine the amounts to be distributed as dividends; (3) appoint and at its discretion remove or suspend such subordinate officers, agents and employees as it from time to time thinks fit, determine their duties, and

-2-

fix and, from time to time as it sees fit, change their salaries and compensation; (4) appoint any officer, permanently or temporarily as it sees fit, to have the powers and perform the duties of any other officer; (5) appoint any persons to be agents of the corporation (with the power to sub-delegate) upon such terms as it sees fit; and (6) appoint any person or persons to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested and cause such instruments to be executed, and do and cause to be done such things as it may deem requisite, in relation to any such trust.

Section 8. Quorum and Voting. Unless otherwise provided in Article ELEVENTH hereof, a majority of the members of the Board of Directors acting at a meeting duly assembled, shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum exists shall be the act of the Board of Directors. If at any meeting of the Board of Directors, a quorum shall not be present, a majority of the directors present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.

Section 9. Class Voting. Whenever the Board of Directors shall consist of directors elected by two or more classes of stockholders having voting rights, a quorum at all meetings of directors, unless the Articles of Organization or the provisions of Article ELEVENTH hereof otherwise provide, shall, Section 8 above notwithstanding, consist of a majority of the directors then in office of each class, and the vote of a majority of the directors of each class present at a meeting at which a quorum is had shall be required to approve any matter before the Board: provided, however, that with respect to the filling of vacancies among the directors of any class whether arising from death, resignation, removal, or an increase in the membership of the Board, such vacancy shall be filled by the remaining director or directors of that class, a majority of the votes cast by the directors of that class shall be sufficient to elect, and, for the purpose of such election, the presence of a majority of the directors of that class in office at the time of such election shall constitute a quorum.

Section 10. Chairman. The directors may elect from their number a Chairman of the Board who shall preside at all meetings of the Board of Directors and may have such additional powers and responsibilities, executive or otherwise, as may from time to time be vested in him by resolution of the Board of Directors.

Section 11. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent

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thereto is signed by all members of the Board, and such written consent is filed with the records of proceedings of the Board.

ARTICLE SECOND

OFFICERS

Section 1. General. The Board of Directors, as soon as may be after its election in each year, shall elect a President, a Clerk and a Treasurer, and from time to time may appoint one or more Vice Presidents and such Assistant Clerks, Assistant Treasurers and such other officers, including a Secretary to the Board of Directors, agents and employees as it may deem proper. The President may but need not be chosen from among the directors.

Section 2. Term of Office. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may at any time be removed from office, with or without cause, as provided by law, by the affirmative vote of a majority of the members of the Board of Directors then in office at a meeting called for the purpose unless otherwise provided in Article ELEVENTH hereof. If removal of any officer be proposed for cause, reasonable notice shall be provided such officer and he shall be provided an opportunity to be heard by the Board. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. President. The President when present shall preside at all meetings of the stockholders and, if a director, unless a Chairman of the Board has been appointed and is present, at all meetings of the Board of Directors. He shall, unless otherwise provided in Article ELEVENTH hereof, be the chief executive officer of the corporation and shall have general operating charge of its business. As soon as reasonably possible after the close of each fiscal year, he shall submit to the Board a report of the operations of the corporation for such year and a statement of its affairs, and shall from time to time report to the Board all matters within his knowledge which the interests of the corporation may require to be brought to its notice. The President shall perform such duties and have such powers additional to the foregoing as the Board may designate.

Section 4. Vice President. In the absence or disability of the President, his powers and duties shall be performed by the Vice President, if only one, or, if more than one, by the Vice President designated for the purpose by the Board. Each Vice President shall have such other powers and perform such other duties as the Board shall from time to time designate.

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Section 5. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositaries as shall be authorized by the Board; He shall disburse the funds of the corporation as ordered by the Board, taking proper vouchers for such disbursements. He shall promptly render to the President and to the Board such statements of his transactions and accounts as the President and Board respectively may from time to time require. If required by the Board he shall give bond in such amount, with such security and in such form as the Board shall determine. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Board may designate.

Section 6. Assistant Treasurer. In the absence or disability of the Treasurer, his powers and duties shall be performed by the Assistant Treasurer, if only one, or, if more than one, by the one designated for the purpose by the Board. Each Assistant Treasurer shall have such other powers and perform such other duties as the Board shall from time to time designate.

Section 7. Clerk. The Clerk shall, unless the corporation has designated a Resident Agent in the manner provided by law, be a resident of the Commonwealth of Massachusetts. It shall be his duty to record in books kept for the purpose all votes and proceedings of the stockholders and, if there be no Secretary, of the Board of Directors. Unless the Board of Directors shall appoint a transfer agent and/or registrar or other officer or officers for the purpose, the Clerk shall be charged with the duty of keeping, or causing to be kept, accurate records of all stock outstanding, stock certificates issued, and stock transfers; subject to such other or different rules as shall be adopted from time to time by the Board, such records may be kept solely in the stock certificate books. The Clerk shall perform such duties and have such powers additional to the foregoing as the Board shall designate. The Assistant Clerk, if one be elected or appointed shall perform the duties of the Clerk during the Clerk’s absence as well as such other duties as may be assigned to him by the Board. In the absence of the Clerk or Assistant Clerk at any meeting of stockholders or, if there be no Secretary, of the directors, a Clerk pro tempore shall be chosen by the meeting to perform the duties of the Clerk thereat.

Section 8. Secretary. The Secretary, if there be one, shall attend all meetings of the Board of Directors and shall record the proceedings thereat in books provided for the purpose.

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Section 9. Resignation. Any officer and any director may resign at any time by delivering his resignation to the corporation at its principal office or to the President, Clerk or Secretary. Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or, if no such time or condition shall be specified, upon its receipt.

Section 10. Voting of Corporation Securities. Unless otherwise ordered by the Board of Directors, the President or the Treasurer shall have full power and authority in the name and behalf of the corporation to waive notice of, to attend, act and to vote at, and to appoint any person or persons to act as proxy or attorney-in-fact for this corporation at, any meeting of stockholders or security holders of any other corporations or organization the securities of which are held by the corporation, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, which, as the owner thereof the corporation may possess and exercise. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

ARTICLE THIRD

STOCKHOLDERS

Section 1. Meetings. The annual meeting of the stockholders of the corporation shall be held at Cambridge,                     , Massachusetts, or at such other place within the Commonwealth of Massachusetts or elsewhere within the United States of America as the Board of Directors shall fix, or in the absence of any such designation, such place as may be designated by the Clerk in the notice of the meeting or the place to which any annual meeting shall be adjourned, on the first Monday, of November at 10:00 o’clock in the fore noon in each year to elect a Board of Directors, to hear the reports of the officers, and to transact other business. If the day fixed for the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day not a legal holiday. No change may be made in the date fixed herein for the annual meeting within sixty days of such date and notice of any such change shall be given the stockholders entitled to notice of the meeting at least twenty days before the new date fixed for such meeting. If the election of directors shall not be held on the day herein designated for an annual meeting, or at an adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as conveniently may be. At such special meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.

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Section 2. Closing of Transfer Books. The Board of Directors may in its discretion fix a date not less than ten days nor more than sixty days prior to the date of any annual or special meeting of stockholders or prior to the payment of any dividend or the making of any other distribution as the record date for determining stockholders having the right to notice of and to vote at such meeting or any adjournment thereof, or the right to receive such dividend or distribution. In lieu of fixing such record date, the Board may, subject to the limitations herein provided, order the closing of the stock transfer records of the corporation for such purposes. The holders of record of shares of the corporation on such record date or on the date of closing the stock transfer records shall, if a dividend or distribution be declared, have the sole right to receive such dividend or distribution, or, if such shares have a voting right, the sole right to receive notice of, attend and vote at such meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the President or by the directors, and shall be called by the Clerk, or in the event of his death, absence, incapacity or refusal by any other officer, upon the written application of one or more stockholders who hold at least one tenth in interest of the stock entitled to vote thereat. Notice shall be given in the manner set forth in Section 4 below and shall state the time, place and purpose of the meeting. Special meetings shall be held at the office of the Corporation in Cambridge, Massachusetts, or at such other place within the Commonwealth of Massachusetts or elsewhere within the United States of America, as the directors may fix, or, if the meeting is called upon the application of stockholders, at such place as shall be stated in the Application therefor, or the place to which such meeting may be adjourned: provided, however, that a special meeting may be held at any place approved in writing by every stockholder entitled to notice of the meeting or at which every stockholder entitled to such notice shall be present and represented at the date and time of the meeting.

Section 4. Notice of Meetings. Written notice of the place, date and hour, and specifying the purpose of every meeting of stockholders, shall be given by the Clerk or by any other officer designated by the directors or these By-Laws, at least seven days before the meeting, to each stockholder entitled to vote thereat. If a special meeting is called upon written stockholder application and the Clerk shall be unable or shall refuse to give notice thereof, notice may be given by any other officer of the corporation. Such notice may be delivered in hand to each stockholder entitled to notice, at his residence or usual place of business or mailed to him, postage prepaid, addressed to his address as it appears in the records of the corporation. No

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notice of any meeting need be given a stockholder if a written waiver of notice executed before or after the meeting by the stockholder, or his attorney thereunto authorized, if filed with the records of the meeting, and, if notice of a special meeting shall be waived by all stockholders entitled to notice thereof, no call of such special meeting shall be required.

Section 5. Quorum. At all meetings of stockholders unless otherwise provided In Article ELEVENTH hereof a quorum for the transaction of any business shall consist of the holders of record, present in person or by proxy, of a majority in interest of all of the issued and outstanding shares of the stock of the corporation entitled to vote thereon.

Section 6. Action Without Meeting. Any action required or permitted at any meeting of the stockholders, including the election of directors or officers, may be taken without a meeting if a written consent thereto is signed by the holders of all of the issued and outstanding capital stock entitled to vote at such meeting and such written consent is filed with the records of the meetings of stockholders.

Section 7. Voting. Except as otherwise provided by law or by the Articles of Organization every stockholder entitled to vote at a meeting of stockholders shall have one vote for each share of stock having the right to vote at such meeting held by him and registered in his name on the books of the corporation at the time of the meeting or at the record date fixed by the directors for the determination of stockholders entitled to vote thereat, if such date be fixed. Stockholders may vote in person or by proxy in writing filed with the Clerk at the meeting. No proxy dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the adjournment of the meeting. Except as otherwise required by law, by the Articles of Organization or by Article ELEVENTH hereof, any matter coming before any meeting of the stockholders shall be adopted as the act and deed of the stockholders if approved by a majority in interest of the stock issued, outstanding and entitled to vote thereon, present or represented at the meeting, a quorum being present: provided, however, that at all elections of directors and officers a plurality of the votes cast for any nominee or nominees shall elect. No ballot shall be required for election of a director or officer unless requested by the holder of one or more shares entitled to vote thereon or his representative.

Section 8. Class Voting. Unless the Articles of Organization or the provision of Article ELEVENTH hereof shall otherwise provide, whenever the issued and outstanding shares of the corporation shall consist of shares of two or more classes having a voting right, a quorum at all meetings

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of stockholders shall, Section 5 above notwithstanding, with respect to any matter, including the election of directors, on which such two or more classes shall be entitled to vote as a separate class, consist of a majority in interest of the issued and outstanding stock of each such class; voting on such matter shall be had by class, and approval of action thereon as the act of the stockholders of the corporation, shall require the vote of a majority in interest of the issued and outstanding stock of each class present or represented at the meeting and entitled to vote thereat: provided, however, that in the matter of election of directors elected by a particular class of shares a quorum shall consist of a majority in interest of the issued and outstanding stock of that class and a plurality of the votes cast by the holders of such stock at a meeting at which such quorum is present shall elect.

ARTICLE FOURTH

CAPITAL STOCK

Section 1. Stock Certificates. Each stockholder shall be entitled to a certificate or certificates in such form as the Board shall adopt, stating the number of shares and the class thereof held by him, and the designation of the series thereof, if any. Each certificate of stock shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer; the signatures of such officers may be facsimiles if the certificate is signed by a transfer agent or registrar, other than a director, officer or employee of the corporation. If any officer who has signed or whose facsimile signature has been placed on any such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the time of issue. Every certificate issued for shares of stock subject to a restriction or transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the corporation is a party, or issued while the corporation is authorized to issue more than one class of stock, shall have the full text of such restriction or the full text of the preferences, voting powers, qualifications and special and relative rights of the stock of each class and series authorized to be issued, as the case may be, set forth on the face or back of the certificate or, alternatively, shall contain the statement that the corporation will furnish a copy thereof to the holder of the certificate without charge upon written request.

Section 2. Transfer. The stock of the corporation shall be transferable, so as to affect the rights of the corporation, after satisfaction of the provisions of the Articles of Organization, or other lawful provisions to which the corporation

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is a party, imposing a restriction upon transfer unless the same shall be waived by the Board of Directors by transfer recorded on the books of the corporation, in person or by duly authorized attorney, upon the surrender of the certificate or certificates properly endorsed or assigned.

Section 3. Fractional Shares. Fractional shares of stock of any class may be issued. Fractional shares shall entitle the holder thereof to the voting and dividend rights and the right to participate in assets upon liquidation, and shall have and be subject to the preferences, qualifications, restrictions and special and relative rights, of the class of stock or series in which issued. In lieu of fractional shares, the corporation may issue scrip in registered or bearer form entitling the holder thereof to receive a certificate for a full share upon the surrender of scrip aggregating a full share. Any scrip issued by the corporation may be issued upon such terms and conditions and in such manner as the directors shall fix.

Section 4. Equitable Interests. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person except as may be otherwise expressly provided by law.

Section 5. Lost Certificates. The directors of the corporation may, from time to time, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may in their discretion require the owner of a lost or destroyed certificate, or his legal representative, to give a bond to the corporation with or without surety; surety if required shall be such as the directors deem sufficient to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate.

ARTICLE FIFTH

MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall maintain in the Commonwealth of Massachusetts the original or attested copies of its Articles of Organization, By-Laws and records of all meetings of incorporators and stockholders, as well as its stock and transfer records which shall contain the names of all stockholders and the record address and amount of stock held by each. Such copies and records may be maintained at the principal office of the corporation or an office

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of its transfer agent or the office of the Clerk and shall at all reasonable times to the inspection of any stockholder proper purpose.

ARTICLE SIXTH

CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by said Board to do so.

ARTICLE SEVENTH

SEAL

The seal of the corporation shall be circular in form, bearing the inscription Cambridge Technology, Inc. 1980. The Treasurer shall have custody of the seal and may affix it (as may any other officer if authorized by the directors) to any instrument requiring the corporate seal.

ARTICLE EIGHTH

FISCAL YEAR

The fiscal year of the corporation shall be the year ending with the 3lst day of December each year.

ARTICLE NINTH

CONTROL OVER BY-LAWS

These By-Laws may be altered, amended or repealed and any new By-Laws adopted at any annual or special meeting of the stockholders by the affirmative vote of a majority of the shares of capital stock then issued outstanding and entitled to vote unless a greater proportion shall be required under the provision of Article ELEVENTH or by the affirmative vote of a majority of the Board of Directors at any meeting of the Board except with respect to any provision of the By-Laws which by law, the Articles of Organization and By-Laws themselves requires action by the stockholders, provided, however, that notice of a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall be included in the notice of any meeting at which such alteration, amendment or repeal or adoption is considered and, provided further, that any alteration or repeal of these By-Laws or any new By-Laws adopted by the Board of Directors may be amended or repealed by the stockholders.

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ARTICLE TENTH

EFFECT OR PROVISIONS OF LAW AND ARTICLES OF ORGANIZATION

Each of the provisions of these By-Laws shall be subject to and controlled by any specific provisions of law or the Articles of Organization which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions, dealing with the subject matter, appearing elsewhere in these By-Laws as amended from time to time.

ARTICLE ELEVENTH

EXCEPTIONS, IF ANY, TO THE FOREGOING PROVISIONS

OF THESE BY-LAWS

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EX-99.T3B.5

Exhibit T3B.5

BY-LAWS

OF

EXCEL CONTINUUM CORPORATION

(A Delaware Corporation)

ARTICLE 1

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 “Assistant Secretary” means an assistant secretary of the Corporation.

1.2 “Assistant Treasurer” means an assistant treasurer of the Corporation.

1.3 “Board” means the board of directors of the Corporation.

1.4 “By-laws” means the initial by-laws of the Corporation, as amended from time to time.

1.5 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented, or restated from time to time.

1.6 “Chief Executive Officer” means the chief executive officer of the Corporation.

1.7 “Corporation” means Excel Continuum Corporation.

1.8 “Directors” means directors of the Corporation.

1.9 “General Corporation Law” means the General Corporation Law of the State of Delaware, as amended from time to time.

1.10 “Office of the Corporation” means executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.11 “President” means the president of the Corporation.

1.12 “Secretary” means the secretary of the Corporation.

1.13 “Stockholders” means stockholders of the Corporation.

1.14 “Treasurer” means the treasurer of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of the Stockholders shall be held at the Office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2 Annual Meeting. A meeting of Stockholders shall be held annually for the election of Directors or the transaction of other business at such hour and on such business day in April or May as may be determined by the Board and designated in the notice of meeting.

2.3 Deferred Meeting for Election of Directors, Etc. If the annual meeting of Stockholders for the election of Directors and the transaction of other business is not held on the date fixed in Section 2.2, the Board shall call a meeting of Stockholders for the election of Directors and the transaction of other business as soon thereafter as convenient.

2.4 Other Special Meetings. A special meeting of Stockholders (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board or by the President or by the Secretary. At any special meeting of Stockholders, only such business may be transacted which is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof given pursuant to Section 2.7 of the By-laws.

2.5 Fixing Record Date. For the purpose of determining the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining Stockholders entitled to receive payment of any dividend or the allotment of any rights or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Stockholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no such record date is fixed:

2.5.1 The record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

2.5.2 The record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed;

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2.5.3 The record date for determining Stockholders for any purpose other than that specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto. When a determination of Stockholders entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.5, such determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

2.6 Notice of Meetings of Stockholders. Except as otherwise provided in Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation Law, the Certificate of Incorporation, or the By-laws, Stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty days before the date of the meeting, to each Stockholder entitled to notice of or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, directed to the Stockholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

2.7 Waivers of Notice. Whenever notice is required to be given to any Stockholder under any provision of the General Corporation Law, the Certificate of Incorporation, or the By-laws, a written waiver thereof, signed by the Stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders need be specified in any written waiver of notice.

2.8 List of Stockholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be

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specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present.

2.9 Quorum of Stockholders; Adjournment. The holders of a majority of the shares of stock entitled to vote at any meeting of Stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at such meeting. When a quorum is once present to organize a meeting of Stockholders, it is not broken by the subsequent withdrawal of any Stockholders. The holders of a majority of the shares of stock present in person or represented by proxy at any meeting of Stockholders, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.

2.10 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, at every meeting of Stockholders every Stockholder of record shall be entitled to one vote for each share of capital stock standing in his or her name on the record of Stockholders determined in accordance with Section 2.5 of the By-laws. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of Stockholders as owners thereof for all purposes. At any meeting of Stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by law or by the Certificate of Incorporation or by the By-laws, shall be decided by a majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of Directors shall be written ballot, unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any Stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the Stockholder voting or by his proxy, and shall state the number of shares voted. On all other questions, the voting may be viva voce. Every Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law.

2.11 Selection and Duties of the Inspectors at Meetings of Stockholders. The Board, in advance of any meeting of Stockholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may, and on the request of any Stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties,

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shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspector or inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Stockholders. On request of the person presiding at the meeting or any Stockholder entitled to vote thereat, the inspector or inspectors shall make a written report of any challenge, question, or matter determined by such inspector(s) and execute a certificate of any fact found by such inspector(s). Any report or certificate made by the inspector(s) shall be prima facie evidence of the facts stated and of the vote as certified by such inspector(s).

2.12 Organization. At every meeting of Stockholders, the President, or in the absence of the President a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the oldest Vice President present) shall act as chairperson of the meeting. The Secretary, or in his or her absence one of the Assistant Secretaries, shall act as secretary of the meeting. In case none of the officers above designated to act as chairperson or secretary of the meeting, respectively, shall be present, a chairperson or secretary of the meeting, as the case may be, shall be chosen by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.13 Order of Business. The order of business at all meetings of Stockholders shall be determined by the chairperson of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority of the votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

2.14 Written Consent of Stockholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by the General Corporation Law to be taken at any annual or special meeting of Stockholders, or any action which may be taken at any annual or special meeting of such Stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

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ARTICLE 3

DIRECTORS

3.1 General Powers. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation, the By-laws, or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. In addition to the powers expressly conferred by the By-laws, the Board may exercise all powers and perform all acts which are not required by the By-laws, the Certificate of Incorporation, or by law to be exercised and performed by the Stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist of one or more members. The number of Directors shall be fixed initially by the incorporator and thereafter may be changed from time to time by action of the Stockholders or the Board. Directors need not be Stockholders. Each Director shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal.

3.3 Election. Except as otherwise required by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of Stock holders by the holders of shares entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in the Certificate of Incorporation, newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason, including the removal of Directors without cause, may be filled at any meeting of the Board by vote of a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, or may be elected by a plurality of the votes cast by the holders of shares of capital stock entitled to vote in the election at a special meeting of Stockholders called for that purpose. A Director elected to fill a vacancy shall be elected to hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

3.5 Resignations. Any Director may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal of Directors. Except as otherwise provided by law, any or all of the Directors may be removed, with or without cause, by vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

3.7 Compensation. Each Director, in consideration of his or her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for

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attendance at Directors’ meetings, or both, as the Board from time to time may determine, together with reimbursement for the reasonable expenses incurred by him or her in connection with the performance of such Director’s duties. Each Director who shall serve as a member of any committee of Directors, in consideration of his or her serving as such, shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board from time to time may determine, together with reimbursement for the reasonable expenses incurred by him or her in the performance of such Director’s duties. Nothing contained in this section shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Place and Time of Meetings of the Board. Regular or special meetings of the Board may be held at any place within or without the State of Delaware. The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board or (unless contrary to resolution of the Board) in the notice of the meeting.

3.9 Annual Meetings. On the day when and at the place where the annual meeting of Stockholders for the election of Directors is held, the Board may hold its annual meeting, without notice of such meeting, for the purpose of organization, the election of officers, and the transaction of other business. The annual meeting of the Board may be held at any other time and place specified in a notice given as provided in Section 3.11 of the By-laws for special meetings of the Board or in a waiver of notice thereof.

3.10 Regular Meetings. Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board. Unless otherwise required by the Board, regular meetings of the Board may be held without notice. If any day fixed for a regular meeting of the Board be a Saturday, Sunday, or legal holiday at the place where such meeting is to be held, then such meeting shall be held at the same hour and at the same place on the first business day thereafter which is not a Saturday, Sunday, or legal holiday.

3.11 Special Meetings. Special meetings of the Board shall be held whenever called by the President or the Secretary or by any two or more Directors. Notice of each special meeting of the Board shall be addressed to each Director at the address designated by him or her for that purpose or, if none is designated, at such Director’s last known address, and shall be mailed to each Director at least two days before the date on which the meeting is to be held, or shall be sent to each Director by telegraph, cable or wireless, or be delivered to him or her personally, not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Such mailing shall be by first class mail.

3.12 Adjourned Meetings. A majority of the Directors present at any meeting of

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the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of any adjourned meeting of the Board need not be given to any Director whether or not present at the time of the adjournment. Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called.

3.13 Waiver of Notice. Whenever notice is required to be given to any Director or member of a committee of Directors under any provision of the General Corporation Law, the Certificate of Incorporation, or the By-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of Directors or a committee of Directors need be specified in any written waiver of notice.

3.14 Organization. At each meeting of the Board, the President of the Corporation, or in the absence of the President, a chairperson chosen by the majority of the Directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting. In the absence from any such meeting of the Secretary and Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.15 Quorum of Directors. A majority of the Directors then in office shall constitute a quorum for the transaction of business or of any specified item of business at any meeting of the Board.

3.16 Action by the Board. All corporate action taken by the Board or any committee thereof shall be taken at a meeting of the Board, or of such committee, as the case may be, except that any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.16 shall constitute presence in person at such meeting. Except as otherwise provided by the Certificate of Incorporation or by law, the vote of a majority of the Directors present (including those who participate by means of conference telephone or similar communications equipment) at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

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ARTICLE 4

COMMITTEES OF THE BOARD

The Board, by resolution passed by a majority of the whole Board, may designate one or more committees, each committee to consist of one or more Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member(s) constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, recommending to the Stockholders a dissolution of the Corporation or revocation of a dissolution, or amending the By-laws of the Corporation; and unless the resolution designating it expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

ARTICLE 5

OFFICERS

5.1 Officers. The Board shall choose the officers of the Corporation. There shall be a Chief Executive Officer, a President, a Secretary, and a Treasurer, and the Board may elect or appoint one or more Vice Presidents and such other officers as it may determine. The Board may designate one or more Vice Presidents as Executive Vice Presidents, and may use descriptive words or phrases to designate the standing, seniority, or area of special competence of the Vice Presidents elected by appointed by it. Each officer shall hold his office until his or her successor is elected and qualified or until such officer’s earlier death, resignation, or removal in the manner provided in Section 5.2 of the By-laws. Any two or more offices may be held in the same person. The Board may require any officer to give a bond or other security for the faithful performance of his duties, in such amount and with such sureties as the Board may determine. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in the By-laws or as the Board from time to time may determine.

5.2 Removal of Officers. Any officers elected or appointed by Board may be removed by the Board with or without cause. The removal of an officer without cause shall be without prejudice to such officer’s contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

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5.3 Resignations. Any officer may resign at any time by giving written notification to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in the By-laws for the regular election or appointment to such office.

5.5 Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer also is a Director.

5.6 Chairman. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board and he shall have and perform such other duties as from time to time may be assigned to him by the Board.

5.7 Chief Executive Officer. The Chief Executive Officer, if one is elected, shall be the chief executive officer of the Corporation, with such general powers and duties of supervision and management usually vested in a chief executive officer, including direct supervision of the day to day activities of the Corporation, subject to the control of the Board and of any duly authorized committee of Directors. He shall preside at meetings of the stockholders if present thereat and, in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors.

5.8 President. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. In the event no Chief Executive Officer is elected, the President shall be the Chief Executive Officer. The President, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, may sign certificates for shares of capital stock of the Corporation. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, and other instruments, except in cases where the signing and execution thereof expressly shall be delegated by the Board or by the By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and the President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to the President by the Board.

5.9 Vice Presidents. At the request of the President, or in the President’s absence, at the request of the Board, the Vice Presidents (in such order as may be designated by

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the Board or in the absence of any such designation in order of seniority based on age) shall perform all of the duties of the President, and so acting, shall have all the powers of and be subject to all restrictions upon the President. Any Vice President, with the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof expressly shall be delegated by the Board or by the By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned to him or her by the Board or by the President.

5.10 Secretary. The Secretary, if present, shall act as secretary of all meetings of the Stockholders and of the Board, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. The Secretary shall see that all notices required to be given by the Corporation are duly given and served, and may sign certificates for shares of capital stock of the Corporation with the President or Vice President. The Secretary shall be custodian of the seal of the Corporation, or facsimile thereof, all certificates for shares of capital stock of the Corporation, and all documents the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of the By-laws; shall have charge of the stock ledger and of the other books, records, and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements, and other documents required by law are properly kept and filed; and shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board or by the President.

5.11 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, and notes of the Corporation; shall receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; shall deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with these By-laws; shall cause such funds to be disbursed (against proper vouchers) by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined in accordance with any provisions of the By-laws, and shall be responsible for the accuracy of the amounts of all moneys so disbursed; regularly shall enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Corporation; shall have the right to require, from time to time, reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; shall render to the President or the Board, whenever the President or the Board, respectively, shall require the Treasurer so to do, an account of the financial condition of the Corporation and of all his or her transactions as Treasurer; shall exhibit at all reasonable times his or her books of account and other records to any of the Directors upon application at the office of the Corporation where such books and records are kept; may sign, with the President or a Vice

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President, certificates for shares of capital stock of the Corporation; and shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board or by the President.

5.12 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or by the President. Assistant Secretaries and Assistant Treasurers, with the President or a Vice President, may sign certificates for shares of capital stock of the Corporation.

ARTICLE 6

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instruments, and any such authority may be general or confined to specific instances or otherwise limited.

6.2 Loans. The President or any other officer, employee, or agent authorized by the By-laws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation, or individual, and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation, and when authorized so to do may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

6.3 Checks, Drafts, Etc. All checks, drafts, and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as from time to time shall be determined by resolution of the Board.

6.4 Deposits. The funds of the Corporation not otherwise employed shall he deposited from time to time to the order of the Corporation in such banks, trust companies, or other depositaries as the Board may select or as may be selected by an officer, employee, or agent of the Corporation to whom such power from time to time may be delegated by the Board.

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ARTICLE 7

STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock of the Corporation shall be represented by certificates in such form (consistent with the provisions of Section 158 of the General Corporation Law) as shall be approved by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be scaled with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registrar. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate, unless otherwise ordered by the Board, may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

7.2 Transfer of Shares. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof or by such holder’s duly authorized attorney appointed by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation, upon surrender of the certificate or certificates representing such shares of capital stock properly endorsed for transfer, and upon payment of all necessary transfer taxes. Every certificate exchanged, returned, or surrendered to the Corporation shall be marked “Cancelled”, with the date of cancellation, by the Secretary, an Assistant Secretary, or the transfer agent of the Corporation. A person in whose name shares of capital stock shall stand on the books of the Corporation shall be deemed the owner thereof to receive dividends, to vote as such owner, and for all other purposes and respects. No transfer of shares of capital stock shall be valid as against the Corporation, its Stockholders, and its creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred.

7.3 Transfer and Registry Agents. The Corporation from time to time may maintain one or more transfer offices or agents and registry offices or agents at such place or places as may be determined from time to time by the Board.

7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any shares of capital stock of the Corporation immediately shall notify the Corporation of any loss, destruction, theft, or mutilation of the certificate representing such shares, and the Corporation may issue a new certificate to replace the certificate alleged to have been lost, stolen, or mutilated. The Board, in its discretion and as a condition to the issuance of any such new certificate, may require the owner of the lost, stolen, or mutilated certificate, or such owner’s legal representatives, to make proof satisfactory to the Board of such loss, destruction, theft, or mutilation, to advertise such fact in such manner as the Board may require, and to give the

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Corporation and its transfer agents and registrars, or such of them as the Board may require, a bond in such form, in such sum and with such surety or sureties as the Board may direct, to indemnify the Corporation and its transfer agents and registrars against any claims that may be made against any of them on account of the continued existence of any such certificate so alleged to have been lost, destroyed, stolen, or mutilated and against any expense in connection with such claim.

7.5 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with the By-laws or with the Certificate of Incorporation, concerning the issuance, transfer, and registration of certificates representing shares of its capital stock.

7.6 Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by Section 202 of the General Corporation Law and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock or any successor or transferee of the holder including an executor, administrator, trustee, guardian, or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by Section 202 of the General Corporation Law, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Certificate of Incorporation or by an agreement among any number of Stockholders or among such Stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction.

7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and of law, the Board:

7.7.1 May declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time or times as, in its discretion, the condition of the affairs of the Corporation shall render advisable;

7.7.2 May use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants therefor, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness;

7.7.3 May set aside from time to time out of such surplus or net profits such sum or sums as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any purpose it may think conducive to the best interests of the Corporation.

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ARTICLE 8

INDEMNIFICATION

8.1 Indemnification of Officers and Directors. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Director or an officer of the Corporation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law and any other applicable law as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 8.1 shall be deemed to be a contract between the Corporation and each Director and officer who serves in such capacity at any time while this Article 8 and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

8.2 Indemnification of Other Persons. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law and any other applicable law as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled apart from the foregoing provisions.

8.3 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of Section 8.1 and 8.2 of the By-laws or under Section 145 of the General Corporation Law or any other provision of Law.

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ARTICLE 9

BOOKS AND RECORDS

9.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Stockholders, the Board, and any committee of the Board. The Corporation shall keep at the office designated in the Certificate of Incorporation or at the office of the transfer agent or registrar of the Corporation in Delaware, a record containing the names and addresses of all Stockholders, the number and class of shares held by each, and the dates when they respectively became the owners of record thereof.

9.2 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, diskettes, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

9.3 Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and if allowed, when and under what conditions and regulations the accounts, books, minutes, and other records of the Corporation shall be open to the inspection of any Stockholder or Director.

ARTICLE 10

SEAL

The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation, and the word “Delaware.”

ARTICLE 11

FISCAL YEAR

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

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ARTICLE 12

VOTING OF SHARES HELD

Unless otherwise provided by resolution of the Board, the President, from time to time, may appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a Stockholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers, or other instruments as the President may deem necessary or proper in the premises; or the President may attend in person any meeting of the holders of the stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE 13

AMENDMENTS

The By-laws may be altered, amended, supplemented, or repealed, or new By-laws may be adopted, by vote of a majority of the shares entitled to vote in the election of Directors. Unless otherwise provided in the By-laws, the Board may alter, amend, supplement, or repeal the By-laws or may adopt new By-laws; provided, however, the Board may not alter, amend, supplement, or repeal any By-law (or adopt any new By-law which would have such an effect) that has been adopted by the Stockholders (unless the By-law to be altered, amended, supplemented, or repealed provides otherwise). Any By-laws adopted, altered, amended, or supplemented by the Board may be altered, amended, supplemented, or repealed by the Stockholders entitled to vote thereon.

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EX-99.T3B.6

Exhibit T3B.6

CONTROL LASER, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. Principal Office The principal office of the Corporation shall be determined by the Board of Directors.

Section 2. Additional Offices The Corporation may have such additional offices at such other place within or without the State of Florida as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. Annual Meeting An annual meeting of stockholders shall be held in each year during the month of January on a day to be designated by the Board of Directors, and at the time and place (either within or without the State of Florida) as shall be fixed by the Board of Directors and specified in the notice of meeting for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meeting A Special Meeting of stockholders may be called at any time by the President or by the Board of Directors or by the President or the Secretary at the request in writing by the holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Special meetings shall be held at such time and place (either within or without the State of Florida) as shall be specified in the notice thereof. Business transacted at any special meeting of stockholders shall be confined to the purposes set forth in the notice thereof.

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Section 3. Notice of Meetings Written notice of the time, place and purpose of every meeting or stockholders, (and, if other than an annual meeting, indicating the person or persons at whose direction the meeting is being convoked), shall be given to each stockholder of record entitled to vote at such meeting and to each stockholder who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, not less than ten nor more than sixty days prior to the date set for the meeting, either personally or by mailing said notice by first class mail to each stockholder at his address appearing on the stock book of the Corporation or at such other address supplied by him in writing to the Secretary of the Corporation for the purpose of receiving notice. Notice by mail shall be deemed to be given when deposited, postage prepaid, in a post office or official depository under the exclusive care and custody of the United States Post Office Department. The record date for determining the stockholders entitled to such notice shall be determined by the Board of Directors in accordance with Section 6 of ARTICLE SIXTH of these By-Laws.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a stockholder at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such stockholder.

All notice given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting

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may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of stockholders for the transaction of business except as otherwise provided by statute. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any stockholders.

Section 5. Voting Every stockholder entitled to vote at any meeting shall be entitled to one vote for each share of stock entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. At all elections of directors when a quorum is present, a plurality of the votes cast by the holders of shares entitled to vote shall elect and any other corporate action, when a quorum is present, shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon except as may otherwise be provided by statute.

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Section 6. Proxies Every proxy must be signed by the stockholder entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Secretary of the Corporation or with the Secretary of the meeting prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by law. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the stockholder who executed such proxy and the revocation is filed with the Secretary of the Corporation or with the Secretary of the Meeting prior to the voting of the proxy.

Section 7. Stockholders’ List A list of stockholders as of the record date, certified by the Secretary of the Corporation or by a transfer agent appointed by the Board of Directors shall be prepared for every meeting of stockholders and shall be produced by the Secretary or some other officer of the Corporation thereat.

Section 8. Inspectors at Meetings In advance of any stockholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

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Section 9. Conduct of Meeting All meetings of stockholders shall be presided over by the President, or if he is not present by a chairman thereby chosen by the stockholders at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting but if neither the Secretary nor the Assistant Secretary is present the Chairman of the meeting shall appoint any person present to act as secretary of the meeting.

Section 10. Stockholder Action Without Meetings Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Function and Definition The business and property of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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Section 2. Number and Qualification The number of directors constituting the entire Board shall consist of one or more members, as may be fixed by resolution of the Board of Directors or by the stockholders entitled to vote for the election of directors at an annual meeting, provided that any such action of the Board shall require the vote of a majority of the entire Board. The phrase “entire Board” as used herein means the total number of directors which the Corporation would have if there were no vacancies. Unless and until a different number shall be so fixed within the limits above specified, the Board shall consist of one director. The term of any incumbent director shall not be shortened by any such action by the Board of Directors or by the stockholders.

Each director shall be at least twenty-one years of age. A director need not be a stockholder, a citizen of the United States or a resident of the State of Florida.

Section 3. Election, Term and Vacancies Except as otherwise provided in this Section, all directors shall be elected at an annual meeting of stockholders, and all directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships resulting from the increase in the number of directors or from vacancies occurring in the Board, but not, except as hereinafter provided, in the case of a vacancy occurring by reason of removal of a director

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by the stockholders, may be filled by the vote of a majority of the directors, then remaining in office, although less than a quorum may exist.

In the case of a vacancy occurring in the Board of Directors by reason of the removal of one or more directors by action of the stockholders, such vacancy may be filled by the stockholders at a special meeting duly called for such purpose.

In the event a vacancy is not filled by such election by stockholders, whether or not the vacancy resulted from the removal of a director with or without cause, a majority of the directors then remaining in office, although less than a quorum, may fill any such vacancy.

Section 4. Removal The Board of Directors may, at any time, with cause, remove any director.

The stockholders entitled to vote for the election of directors may, at any time, remove any or all of the directors with or without cause.

Section 5. Meetings The annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting, shall be held, without notice, immediately following the annual meeting of stockholders, at the same place at which such stockholders’ meeting is held.

Regular meetings of the Board of Directors shall be held at such time and place, within or outside of the State of Florida, as may be fixed by resolution of the Board, and when so fixed, no further notice thereof need be given. Regular meetings not fixed by resolution of the Board may be held on notice at such time and place as shall be determined by the Board.

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Special meetings of the Board of Directors may be called on notice at any time by the President or by a majority of the directors then in office and shall be called by the President or the Secretary at the written request of a majority of the directors then in office.

Section 6. Notice of Meeting In the case of all special meetings and of regular meetings not fixed by resolution of the Board, written notice of the time, place and purposes of each such meeting shall be mailed to each director, addressed to his residence or usual place of business, not less than four days before the date on which such meeting is to be held, or shall be sent to such address by telegraph, or be given personally, or by telephone, not less than two days before the date on which such meeting is to be held.

Any meeting of the Board of Directors for which notice is required by these By-Laws or by statute need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. All signed waivers of notice shall be filed with the minutes of the meeting.

Section 7. Conduct of Meetings The President, if present, shall preside at all meetings of directors. At all meetings at which the President is not present, any other director chosen by the Board, shall preside.

Section 8. Quorum, Adjournment, Voting A majority of the entire Board shall be requisite and shall constitute a quorum at all meetings of the Board of Directors for the transaction of business, except where a vacancy or vacancies prevents such majority, whereupon a majority of the directors then in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board.

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A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place without further notice other than an announcement at the meeting.

When a quorum is present at any meeting, a majority of the directors present shall decide any question brought before such meeting and the act of such majority shall be the act of the Board.

Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action.

Section 9. Compensation of Directors Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or of any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

Section 10. Committees The Board of Directors, by resolution of a majority of the entire Board, may designate from among its members one or more committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board except that no such committee shall have authority as to any of the following matters:

(a) The submission to stockholders of any action as to which stockholders’ authorization or approval is required by statute, the Certificate of Incorporation or by these By-Laws;

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(b) the filling of vacancies in the Board of Directors or in any committee thereof;

(c) the fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) the amendment or repeal of these By-Laws or the adoption of new By-Laws; and

(e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting of the Board next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of a third person shall be affected by any such revision or alteration.

Section 11. Written Action Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE IV

OFFICERS

Section 1. Executive Officers The officers of the Corporation shall be a President and/or a General Manager, a Treasurer, a Secretary, and, if deemed necessary, expedient or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the board, an Executive Vice President, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-President of the Board, if any, need be a director. Any two or more offices may be held by the same person.

Section 2. Term Unless otherwise provided in the resolution choosing him, officers shall hold office until the meeting of the Board held immediately following the next annual meeting of stockholders and until their successors have been elected and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. Removal Any officer may be removed from office by the Board at any time with or without cause.

Section 4. Powers All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their

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office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. The Board of Directors may from time to time delegate the powers or duties of any officer of the Corporation, in the event of his absence or failure to act otherwise, to any other officer or director or person whom they may select.

Section 5. Compensation The compensation of each officer shall be such as the Board of Directors may from time to time determine.

ARTICLE V

RESIGNATIONS

Any director or officer of the Corporation, or any member of any committee of the Board of Directors of the Corporation, may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignation shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates Each stockholder shall be entitled to a certificate or certificates in such form as prescribed by the General Corporation Law and by any other

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applicable statute, which certificate shall represent and certify the number, kind and class of shares owned by him in the Corporation. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each certificate has been issued together with the number of shares represented thereby and the date of issuance shall be entered in the stock book of the Corporation by the Secretary or by the transfer agent of the Corporation. Each Certificate shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer and shall be sealed with the Corporate Seal or a facsimile thereof. The signature of the officers upon a certificate may also be facsimiles if the certificate is counter-signed by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Consideration A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid to the Corporation, except if otherwise permitted by law.

Section 3. Lost Certificates The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, mutilated, stolen or destroyed, upon the making of an affidavit of that fact by the person so claiming and upon delivery to the Corporation, if the Board of Directors shall so require, of a bond in such form and with such surety or sureties as the Board may direct, sufficient in amount to indemnify the Corporation and its transfer agent

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against any claim which may be made against it or them on account of the alleged loss, destruction, theft or mutilation of any such certificates or the issuance of any such new certificate.

Section 4. Fractional Share Interests The Corporation may issue certificates for fractions of a share where necessary to effect transactions authorized by law; or it may pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer from over the manual of facsimile signature of an officer of the Corporation or of its agents, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

Section 5. Share Transfers Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by his duly authorized attorney, upon the surrender of the certificate or certificates for such shares properly endorsed with payment of all taxes thereon.

Section 6. Record Date For Stockholders For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any

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action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this Section for the adjourned meeting.

Section 7. Stockholders of Record The Corporation shall,                      be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Florida.

ARTICLE VII

STATUTORY NOTICES

The Board of Directors may appoint the Treasurer or any other officer of the Corporation to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or statement which may be required by law.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin the first day of January of each year. By resolution duly adopted, the Board of Directors may alter such fiscal year.

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ARTICLE IX

CORPORATE SEAL

The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Florida” and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The Corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Corporate seal.

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Corporation books of account of all of the Corporation’s business and transactions.

There shall be maintained at the office of the Corporation’s transfer agent, a record containing the name and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

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ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then is or was a director, officer, employee or agent of the Corporation, or then serves or has served any other corporation in any capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Florida. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The stockholders entitled at the time to vote in the election of directors and the Board of Directors by vote of a majority of the entire Board, shall have the power to amend or repeal these By-laws and to adopt new by-laws provided, however, that any by-law adopted, amended or repealed by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon as herein provided.

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EX-99.T3B.7

Exhibit T3B.7

THE OPTICAL CORPORATION

BY-LAWS

ARTICLE I

OFFICES

Section 1. Principal Office The principal office of the Corporation shall be determined by the Board of Directors.

Section 2. Additional Offices The Corporation may have such additional offices at such other place within or without the State of California as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. Annual Meeting An annual meeting of stockholders shall be held in each year during the month of January on a day to be designated by the Board of Directors, and at the time and place (either within or without the State of California) as shall be fixed by the Board of Directors and specified in the notice of meeting for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meeting A Special Meeting of stockholders may be called at any time by the President or by the Board of Directors or by the President or the Secretary at the request in writing by the holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Special meetings shall be held at such time and place (either within or without the State of California) as shall be specified in the notice thereof. Business transacted at any special meeting of stockholders shall be confined to the purposes set forth in the notice thereof.

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Section 3. Notice of Meetings Written notice of the time, place and purpose of every meeting or stockholders, (and, if other than an annual meeting, indicating the person or persons at whose direction the meeting is being convoked), shall be given to each stockholder of record entitled to vote at such meeting and to each stockholder who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, not less than ten nor more than sixty days prior to the date set for the meeting, either personally or by mailing said notice by first class mail to each stockholder at his address appearing on the stock book of the Corporation or at such other address supplied by him in writing to the Secretary of the Corporation for the purpose of receiving notice. Notice by mail shall be deemed to be given when deposited, postage prepaid, in a post office or official depository under the exclusive care and custody of the United States Post Office Department. The record date for determining the stockholders entitled to such notice shall be determined by the Board of Directors in accordance with Section 6 of ARTICLE SIXTH of these By-Laws.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a stockholder at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such stockholder.

All notice given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting

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may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of stockholders for the transaction of business except as otherwise provided by statute. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any stockholders.

Section 5. Voting Every stockholder entitled to vote at any meeting shall be entitled to one vote for each share of stock entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. At all elections of directors when a quorum is present, a plurality of the votes cast by the holders of shares entitled to vote shall elect and any other corporate action, when a quorum is present, shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon except as may otherwise be provided by statute.

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Section 6. Proxies Every proxy must be signed by the stockholder entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Secretary of the Corporation or with the Secretary of the meeting prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by law. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the stockholder who executed such proxy and the revocation is filed with the Secretary of the Corporation or with the Secretary of the Meeting prior to the voting of the proxy.

Section 7. Stockholders’ List A list of stockholders as of the record date, certified by the Secretary of the Corporation or by a transfer agent appointed by the Board of Directors shall be prepared for every meeting of stockholders and shall be produced by the Secretary or some other officer of the Corporation thereat.

Section 8. Inspectors at Meetings In advance of any stockholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

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Section 9. Conduct of Meeting All meetings of stockholders shall be presided over by the President, or if he is not present by a chairman thereby chosen by the stockholders at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting but if neither the Secretary nor the Assistant Secretary is present the Chairman of the meeting shall appoint any person present to act as secretary of the meeting.

Section 10. Stockholder Action Without Meetings Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Function and Definition The business and property of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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Section 2. Number and Qualification The number of directors constituting the entire Board shall consist of one or more members, as may be fixed by resolution of the Board of Directors or by the stockholders entitled to vote for the election of directors at an annual meeting, provided that any such action of the Board shall require the vote of a majority of the entire Board. The phrase “entire Board” as used herein means the total number of directors which the Corporation would have if there were no vacancies. Unless and until a different number shall be so fixed within the limits above specified, the Board shall consist of one director. The term of any incumbent director shall not be shortened by any such action by the Board of Directors or by the stockholders.

Each director shall be at least twenty-one years of age. A director need not be a stockholder, a citizen of the United States or a resident of the State of California.

Section 3. Election, Term and Vacancies Except as otherwise provided in this Section, all directors shall be elected at an annual meeting of stockholders, and all directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships resulting from the increase in the number of directors or from vacancies occurring in the Board, but not, except as hereinafter provided, in the case of a vacancy occurring by reason of removal of a director

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by the stockholders, may be filled by the vote of a majority of the directors, then remaining in office, although less than a quorum may exist.

In the case of a vacancy occurring in the Board of Directors by reason of the removal of one or more directors by action of the stockholders, such vacancy may be filled by the stockholders at a special meeting duly called for such purpose.

In the event a vacancy is not filled by such election by stockholders, whether or not the vacancy resulted from the removal of a director with or without cause, a majority of the directors then remaining in office, although less than a quorum, may fill any such vacancy.

Section 4. Removal The Board of Directors may, at any time, with cause, remove any director.

The stockholders entitled to vote for the election of directors may, at any time, remove any or all of the directors with or without cause.

Section 5. Meetings The annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting, shall be held, without notice, immediately following the annual meeting of stockholders, at the same place at which such stockholders’ meeting is held.

Regular meetings of the Board of Directors shall be held at such time and place, within or outside of the State of California, as may be fixed by resolution of the Board, and when so fixed, no further notice thereof need be given. Regular meetings not fixed by resolution of the Board may be held on notice at such time and place as shall be determined by the Board.

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Special meetings of the Board of Directors may be called on notice at any time by the President or by a majority of the directors then in office and shall be called by the President or the Secretary at the written request of a majority of the directors then in office.

Section 6. Notice of Meeting In the case of all special meetings and of regular meetings not fixed by resolution of the Board, written notice of the time, place and purposes of each such meeting shall be mailed to each director, addressed to his residence or usual place of business, not less than four days before the date on which such meeting is to be held, or shall be sent to such address by telegraph, or be given personally, or by telephone, not less than two days before the date on which such meeting is to be held.

Any meeting of the Board of Directors for which notice is required by these By-Laws or by statute need not he given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. All signed waivers of notice shall be filed with the minutes of the meeting.

Section 7. Conduct of Meetings The President, if present, shall preside at all meetings of directors. At all meetings at which the President is not present, any other director chosen by the Board, shall preside.

Section 8. Quorum, Adjournment, Voting A majority of the entire Board shall be requisite and shall constitute a quorum at all meetings of the Board of Directors for the transaction of business, except where a vacancy or vacancies prevents such majority, whereupon a majority of the directors then in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board.

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A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place without further notice other than an announcement at the meeting.

When a quorum is present at any meeting, a majority of the directors present shall decide any question brought before such meeting and the act of such majority shall be the act of the Board.

Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action.

Section 9. Compensation of Directors Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or of any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

Section 10. Committees The Board of Directors, by resolution of a majority of the entire Board, may designate from among its members one or more committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board except that no such committee shall have authority as to any of the following matters:

(a) The submission to stockholders of any action as to which stockholders’ authorization or approval is required by statute, the Certificate of Incorporation or by these By-Laws;

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(b) the filling of vacancies in the Board of Directors or in any committee thereof;

(c) the fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) the amendment or repeal of these By-Laws or the adoption of new By-Laws; and

(e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting of the Board next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of a third person shall be affected by any such revision or alteration.

Section 11. Written Action Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE IV

OFFICERS

Section 1. Executive Officers The officers of the Corporation shall be a President and/or a General Manager, a Treasurer, a Secretary, and, if deemed necessary, expedient or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the board, an Executive Vice President, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-President of the Board, if any, need be a director. Any two or more offices may be held by the same person.

Section 2. Term Unless otherwise provided in the resolution choosing him, officers shall hold office until the meeting of the Board held immediately following the next annual meeting of stockholders and until their successors have been elected and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. Removal Any officer may be removed from office by the Board at any time with or without cause.

Section 4. Powers All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their

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office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. The Board of Directors may from time to time delegate the powers or duties of any officer of the Corporation, in the event of his absence or failure to act otherwise, to any other officer or director or person whom they may select.

Section 5. Compensation The compensation of each officer shall be such as the Board of Directors may from time to time determine.

ARTICLE V

RESIGNATIONS

Any director or officer of the Corporation, or any member of any committee of the Board of Directors of the Corporation, may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignation shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates Each stockholder shall be entitled to a certificate or certificates in such form as prescribed by the General Corporation Law and by any other

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applicable statute, which certificate shall represent and certify the number, kind and class of shares owned by him in the Corporation. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each certificate has been issued together with the number of shares represented thereby and the date of issuance shall be entered in the stock book of the Corporation by the Secretary or by the transfer agent of the Corporation. Each Certificate shall be signed by the President or a Vice President and counter-signed by the Secretary or Treasurer and shall be sealed with the Corporate Seal or a facsimile thereof. The signature of the officers upon a certificate may also be facsimiles if the certificate is counter-signed by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Consideration A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid to the Corporation, except if otherwise permitted by law.

Section 3. Lost Certificates The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, mutilated, stolen or destroyed, upon the making of an affidavit of that fact by the person so claiming and upon delivery to the Corporation, if the Board of Directors shall so require, of a bond in such form and with such surety or sureties as the Board may direct, sufficient in amount to indemnify the Corporation and its transfer agent

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against any claim which may be made against it or them on account of the alleged loss, destruction, theft or mutilation of any such certificates or the issuance of any such new certificate.

Section 4. Fractional Share Interests The Corporation may issue certificates for fractions of a share where necessary to effect transactions authorized by law; or it may pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer from over the manual of facsimile signature of an officer of the Corporation or of its agents, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

Section 5. Share Transfers Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by his duly authorized attorney, upon the surrender of the certificate or certificates for such shares properly endorsed with payment of all taxes thereon.

Section 6. Record Date For Stockholders For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any

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action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this Section for the adjourned meeting.

Section 7. Stockholders of Record The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of California.

ARTICLE VII

STATUTORY NOTICES

The Board of Directors may appoint the Treasurer or any other officer of the Corporation to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or statement which may be required by law.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin the first day of January of each year. By resolution duly adopted, the Board of Directors may alter such fiscal year.

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ARTICLE IX

CORPORATE SEAL

The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “California” and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The Corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Corporate seal.

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Corporation books of account of all of the Corporation’s business and transactions.

There shall be maintained at the office of the Corporation’s transfer agent, a record containing the name and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

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ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then is or was a director, officer, employee or agent of the Corporation, or then serves or has served any other corporation in any capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of California. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The stockholders entitled at the time to vote in the election of directors and the Board of Directors by vote of a majority of the entire Board, shall have the power to amend or repeal these By-laws and to adopt new by-laws provided, however, that any by-law adopted, amended or repealed by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon as herein provided.

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EX-99.T3B.8

Exhibit T3B.8

PHOTO RESEARCH, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. Principal Office The principal office of the Corporation shall be as set forth in its Certificate of Incorporation.

Section 2. Additional Offices The Corporation may have such additional offices at such other place within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. Annual Meeting An annual meeting of stockholders shall be held in each year during the month of January on a day to be designated by the Board of Directors, and at the time and place (either within or without the State of Delaware) as shall be fixed by the Board of Directors and specified in the notice of meeting for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meeting A Special Meeting of stockholders may be called at any time by the President or by the Board of Directors or by the President or the Secretary at the request in writing by the holders of a majority of the issued and outstanding

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shares of the capital stock of the corporation entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Special meetings shall be held at such time and place (either within or without the State of Delaware) as shall be specified in the notice thereof. Business transacted at any special meeting of stockholders shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings Written notice of the time, place and purpose of every meeting or stockholders, (and, if other than an annual meeting, indicating the person or persons at whose direction the meeting is being convoked), shall be given to each stockholder of record entitled to vote at such meeting and to each stockholder who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, not less than ten nor more than sixty days prior to the date set for the meeting, either personally or by mailing said notice by first class mail to each stockholder at his address appearing on the stock book of the Corporation or at such other address supplied by him in writing to the Secretary of the Corporation for the purpose of receiving notice. Notice by mail shall be deemed to be given when deposited, postage prepaid, in a post office or official depository under the exclusive care and custody of the United States Post Office Department. The record date for determining the stockholders entitled to such notice shall be determined by the Board of Directors in accordance with Section 6 of ARTICLE SIXTH of these By-Laws.

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A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a stockholder at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such stockholder.

All notice given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of stockholders for the transaction of business except as otherwise provided by statute. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any stockholders.

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Section 5. Voting Every stockholder entitled to vote at any meeting shall be entitled to one vote for each share of stock entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. At all elections of directors when a quorum is present, a plurality of the votes cast by the holders of shares entitled to vote shall elect and any other corporate action, when a quorum is present, shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon except as may otherwise be provided by statute.

Section 6. Proxies Every proxy must be signed by the stockholder entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Secretary of the Corporation or with the Secretary of the meeting prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by Section 212 of the General Corporation Law. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the stockholder who executed such proxy and the revocation is filed with the Secretary of the Corporation or with the Secretary of the Meeting prior to the voting of the proxy.

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Section 7. Stockholders’ List A list of stockholders as of the record date, certified by the Secretary of the Corporation or by a transfer agent appointed by the Board of Directors shall be prepared for every meeting of stockholders and shall be produced by the Secretary or some other officer of the Corporation thereat.

Section 8. Inspectors at Meetings In advance of any stockholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties as set forth in Section 231 of the General Corporation Law, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting All meetings of stockholders shall be presided over by the President, or if he is not present by a chairman thereby chosen by the stockholders at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting but if neither the Secretary nor the Assistant Secretary is present the Chairman of the meeting shall appoint any person present to act as secretary of the meeting.

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Section 10. Stockholder Action Without Meetings Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Function and Definition The business and property of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 2. Number and Qualification The number of directors constituting the entire Board shall consist of one or more members,

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as may be fixed by resolution of the Board of Directors or by the stockholders entitled to vote for the election of directors at an annual meeting, provided that any such action of the Board shall require the vote of a majority of the entire Board. The phrase “entire Board” as used herein means the total number of directors which the Corporation would have if there were no vacancies. Unless and until a different number shall be so fixed within the limits above specified, the Board shall consist of one director. The term of any incumbent director shall not be shortened by any such action by the Board of Directors or by the stockholders.

Each director shall be at least twenty-one years of age. A director need not be a stockholder, a citizen of the United States or a resident of the State of Delaware.

Section 3. Election, Term and Vacancies Except as otherwise provided in this Section, all directors shall be elected at an annual meeting of stockholders, and all directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships resulting from the increase in the number of directors or from vacancies occurring in the Board, but not, except as hereinafter provided, in the case of a vacancy occurring by

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reason of removal of a director by the stockholders, may be filled by the vote of a majority of the directors, then remaining in office, although less than a quorum may exist.

In the case of a vacancy occurring in the Board of Directors by reason of the removal of one or more directors by action of the stockholders, such vacancy may be filled by the stockholders at a special meeting duly called for such purpose.

In the event a vacancy is not filled by such election by stockholders, whether or not the vacancy resulted from the removal of a director with or without cause, a majority of the directors then remaining in office, although less than a quorum, may fill any such vacancy.

Section 4. Removal The Board of Directors may, at any time, with cause, remove any director.

The stockholders entitled to vote for the election of directors may, at any time, remove any or all of the directors with or without cause.

Section 5. Meetings The annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting, shall be held, without notice, immediately following the annual meeting of stockholders, at the same place at which such stockholders’ meeting is held.

Regular meetings of the Board of Directors shall be held at such time and place, within or outside of the State of Delaware, as may be fixed by resolution of the Board, and when so fixed, no

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further notice thereof need be given. Regular meetings not fixed by resolution of the Board may be held on notice at such time and place as shall be determined by the Board.

Special meetings of the Board of Directors may be called on notice at any time by the President or by a majority of the directors then in office and shall be called by the President or the Secretary at the written request of a majority of the directors then in office.

Section 6. Notice of Meeting In the case of all special meetings and of regular meetings not fixed by resolution of the Board, written notice of the time, place and purposes of each such meeting shall be mailed to each director, addressed to his residence or usual place of business, not less than four days before the date on which such meeting is to be held, or shall be sent to such address by telegraph, or be given personally, or by telephone, not less than two days before the date on which such meeting is to be held.

Any meeting of the Board of Directors for which notice is required by these By-Laws or by statute need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. All signed waivers of notice shall be filed with the minutes of the meeting.

Section 7. Conduct of Meetings The President, if present, shall preside at all meetings of directors. At all meetings at which the President is not present, any other director chosen by the Board, shall preside.

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Section 8. Quorum, Adjournment, Voting A majority of the entire Board shall be requisite and shall constitute a quorum at all meetings of the Board of Directors for the transaction of business, except where a vacancy or vacancies prevents such majority, whereupon a majority of the directors then in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board.

A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place without further notice other than an announcement at the meeting.

When a quorum is present at any meeting, a majority of the directors present shall decide any question brought before such meeting and the act of such majority shall be the act of the Board.

Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action.

Section 9. Compensation of Directors Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or of any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

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Section 10. Committees The Board of Directors, by resolution of a majority of the entire Board, may designate from among its members one or more committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board except that no such committee shall have authority as to any of the following matters:

(a) The submission to stockholders of any action as to which stockholders’ authorization or approval is required by statute, the Certificate of Incorporation or by these By-Laws;

(b) the filling of vacancies in the Board of Directors or in any committee thereof;

(c) the fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) the amendment or repeal of these By-Laws or the adoption of new By-Laws; and

(e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have power at any time to fill

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vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting of the Board next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of a third person shall be affected by any such revision or alteration.

Section 11. Written Action Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE IV

OFFICERS

Section 1. Executive Officers The officers of the Corporation shall be a President and/or a General Manager, a Treasurer, a Secretary, and, if deemed necessary, expedient or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the board, an Executive Vice President, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-President of the Board, if any, need be a director. Any two or more offices may be held by the same person.

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Section 2. Term Unless otherwise provided in the resolution choosing him, officers shall hold office until the meeting of the Board held immediately following the next annual meeting of stockholders and until their successors have been elected and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. Removal Any officer may be removed from office by the Board at any time with or without cause.

Section 4. Powers All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. The Board of Directors may from time to time delegate the powers or duties of any officer of the Corporation, in the event of his absence or failure to act otherwise, to any other officer or director or person whom they may select.

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Section 5. Compensation The compensation of each officer shall be such as the Board of Directors may from time to time determine.

ARTICLE V

RESIGNATIONS

Any director or officer of the Corporation, or any member of any committee of the Board of Directors of the Corporation, may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignation shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates Each stockholder shall be entitled to a certificate or certificates in such form as prescribed by the General Corporation Law and by any other applicable statute, which certificate shall represent and certify the number, kind and class of shares owned by him in the Corporation. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each certificate has been issued together with the number of shares represented thereby and the date of issuance shall be

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entered in the stock book of the Corporation by the Secretary or by the transfer agent of the Corporation. Each Certificate shall be signed by the President and counter-signed by the Secretary or Treasurer and shall be sealed with the Corporate Seal or a facsimile thereof. The signature of the officers upon a certificate may also be facsimiles if the certificate is counter-signed by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Consideration A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid to the Corporation, except if otherwise permitted by Section 156 of the General Corporation Law.

Section 3. Lost Certificates The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, mutilated, stolen or destroyed, upon the making of an affidavit of that fact by the person so claiming and upon delivery to the Corporation, if the Board of Directors shall so require, of a bond in such form and with such surety or sureties as the Board may direct, sufficient in amount to indemnify the Corporation and its transfer agent against any claim which may be

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made against it or them on account of the alleged loss, destruction, theft or mutilation of any such certificates or the issuance of any such new certificate.

Section 4. Fractional Share Interests The Corporation may issue certificates for fractions of a share where necessary to effect transactions authorized by the General Corporation Law; or it may pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer from over the manual of facsimile signature of an officer of the Corporation or of its agents, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

Section 5. Share Transfers Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by his duly authorized attorney, upon the surrender of the certificate or certificates for such shares properly endorsed with payment of all taxes thereon.

Section 6. Record Date For Stockholders For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the

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purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this Section for the adjourned meeting.

Section 7. Stockholders of Record The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VII

STATUTORY NOTICES

The Board of Directors may appoint the Treasurer or any other officer of the Corporation to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or statement which may be required by the General Corporation Law or by any other applicable statute.

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ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin the first day of January of each year. By resolution duly adopted, the Board of Directors may alter such fiscal year.

ARTICLE IX

CORPORATE SEAL

The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware” and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The Corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Corporate seal.

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ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Corporation books of account of all of the Corporation’s business and transactions.

There shall be maintained at the office of the Corporation’s transfer agent in New York, a record containing the name and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then is or was a director, officer, employee or agent of the Corporation, or then serves or has served any other corporation in any capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Delaware. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

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ARTICLE XII

AMENDMENTS

The stockholders entitled at the time to vote in the election of directors and the Board of Directors by vote of a majority of the entire Board, shall have the power to amend or repeal these By-laws and to adopt new by-laws provided, however, that any by-law adopted, amended or repealed by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon as herein provided.

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EX-99.T3B.9

Exhibit T3B.9

EXHIBIT A

BY-LAWS

OF

QUANTRONIX CORPORATION

ARTICLE I

Stockholders

Section 1. Meetings of stockholders shall be held at the principal office of the Company or at such other place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

Section 2. Beginning with the year 1970, the annual meetings of stockholders shall be held on such date during the month of June and at such time as shall be fixed by the Board of Directors, at which the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the stockholders may be called by the Board of Directors or by the holders of a majority of the outstanding stock of the Company.

Section 4. Written notice of all meetings of the stockholders shall be mailed to or delivered to each stockholder at least ten, but not more than fifty, days prior to

the meeting. Notice of any meeting shall state in general terms the purposes for which the meeting is to be held and no other business shall be transacted except as stated in such notice.

Section 5. The holders of a majority of the issued and outstanding shares of the capital stock of the Company entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders; but, if there be less than a quorum, the holders of a majority of the stock so present or represented may adjourn the meeting from time to time, until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice, except as required by law, and any business may be transacted that might have been transacted on the original date of the meeting.

Section 6. At all meetings of the stockholders every registered owner of shares entitled to vote may vote in person or by proxy and shall have one vote for each such

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share standing in his name on the books of the Company. Except as otherwise required by statute, by the Certificate of Incorporation or these By-Laws, or in electing directors, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders of the Company present in person or by proxy at such meeting and voting thereon, a quorum being present.

Section 7. The Board of Directors, or, if the Board shall not have made the appointment, the chairman presiding at any meeting of stockholders, shall have power to appoint two or more persons to act as inspectors of election, to receive, canvass and report the votes cast by the stockholders at such meeting; but no candidate for the office of director shall be appointed as inspector at any meeting for the election of directors.

Section 8. The President shall preside at all meetings of the stockholders; and, in the absence of the President, the Board of Directors may appoint any other officer or any stockholder to act as chairman of any meeting.

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Section 9. The Secretary or an Assistant Secretary of the Company shall act as secretary of all meetings of the stockholders; and, in their absence, the chairman of the meeting shall appoint a person to act as secretary of the meeting.

ARTICLE II

Board of Directors

Section 1. The property, business and affairs of the Company shall be managed and controlled by the Board of Directors. The Board of Directors shall consist of not less than three nor more than eleven directors. Within the limits specified, the number of directors shall be determined by resolution of the Board of Directors, or by the stockholders at the annual meeting.

Section 2. Whenever any vacancy shall occur in the Board of Directors, by reason of death, resignation or increase in the number of directors or otherwise, it may be filled by the Board of Directors for the balance of the term, or, if the Board has not filled such vacancy, it may be filled by the stockholders at the next annual meeting of stockholders.

Section 3. The Board of Directors may hold meetings

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and keep books within or without the State of Delaware, but, unless otherwise specified in the notice of meeting or ordered by the Board, all meetings of the Board of Directors shall be held at the executive offices of the Company.

Section 4. The annual meeting of the Board of Directors, of which no notice shall be necessary provided a majority of the whole Board shall be present, shall be held immediately following the annual meeting of stockholders or immediately following any adjournment thereof at which directors shall have been elected for the ensuing year, or at such other time and place as may be designated in a notice of meeting, for the purpose of the organization of the Board and the election or appointment of officers for the ensuing year, and for the transaction of such other business as may be brought before such meeting.

Section 5. Regular meetings of the Board of Directors, other than the annual meeting, shall be held at such times and places and on such notice, if any, as the Board of Directors may from time to time determine.

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Section 6. Special meetings of the Board of Directors may be called by order of the President and shall be called at the request of any two directors. Notice shall be given of the time and place of each special meeting by mailing the same at least three days before the meeting or by telephoning, telegraphing or delivering personally the same at least one day before the meeting to each director. Except as otherwise specified in the notice thereof, or as required by law, the Certificate of Incorporation or these By-Laws, any and all business may be transacted at any special meeting.

Section 7. At meetings of the Board of Directors, the President shall preside. A majority of the members of the whole Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. Except as otherwise required by statute, the Certificate of Incorporation or these By-Laws, all matters coming before any meeting of the Board of

6.

Directors shall be decided by the vote of a majority of the directors present at the meeting, a quorum being present.

Section 8. The directors shall receive such compensation for their services as directors and as members of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the Company for ordinary and reasonable expenses incurred in the performance of their duties; the foregoing shall not be construed as prohibiting the payment to any director of compensation for services rendered in any other capacity.

ARTICLE III

Officers

Section 1. The Board of Directors shall elect the following executive officers: A President, one or more Vice Presidents, a Treasurer, and a Secretary; and it shall elect or appoint from time to time such other or additional officers (including without limitation one or more Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries) as in its opinion are desirable for the conduct of the business of the Company.

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Section 2. The term of all executive officers shall be for one year, or until their respective successors are chosen and qualify. Any officer or agent shall be subject to removal for or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. Vacancies in any office may be filled at any regular or special meeting of the Board.

Section 3. The officers of the Company shall, unless otherwise ordered by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The President shall be the chief executive officer of the Company.

Section 4. Unless otherwise ordered by the Board of Directors the President or any Vice President shall have full power and authority on behalf of the Company to attend and to vote at any meeting of stockholders of any corporation in which this Company may hold stock, and may exercise on behalf of this Company any and all of the rights and powers incident to the ownership of such stock at any such

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meeting, and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the Company in connection with the exercise by the Company of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

ARTICLE IV

Capital Stock

Section 1. Certificates for stock of the Company shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

Section 2. Shares of capital stock of the Company shall be transferable on the books of the Company only by the holder of record thereof in person or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly

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executed, and with such proof of the authenticity of the signature and of authority to transfer, and of payment of transfer taxes, as the Company or its agents may require.

Section 3. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE V

Miscellaneous

Section 1. The seal of the Company shall be circular in form and shall contain the name of the Company and the year and State of incorporation.

Section 2. The Board of Directors shall have power to fix, and from time to time change, the fiscal year of the Company.

10.

ARTICLE VI

Amendment

The Board of Directors shall have power to make, alter and repeal By-Laws of the Company by a vote of a majority of the whole Board at any regular or special meeting of the Board, subject to the power of the stockholders to alter or repeal the By-Laws made or altered by the Board of Directors.

11.

EX-99.T3B.10

Exhibit T3B.10

EXCEL PURCHASING CORPORATION

BY-LAWS

ARTICLE I

OFFICES

Section 1. Principal Office The principal office of the Corporation shall be determined by the Board of Directors.

Section 2. Additional Offices The Corporation may have such additional offices at such other place within or without the State of Washington as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. Annual Meeting An annual meeting of stockholders shall be held in each year during the month of January on a day to be designated by the Board of Directors, and at the time and place (either within or without the State of Washington) as shall be fixed by the Board of Directors and specified in the notice of meeting for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meeting A Special Meeting of stockholders may be called at any time by the President or by the Board of Directors or by the President or the Secretary at the request in writing by the holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Special meetings shall be held at such time and place (either within or without the State of Washington) as shall be specified in the notice thereof. Business transacted at any special meeting of stockholders shall be confined to the purposes set forth in the notice thereof.

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Section 3. Notice of Meetings Written notice of the time, place and purpose of every meeting or stockholders, (and, if other than an annual meeting, indicating the person or persons at whose direction the meeting is being convoked), shall be given to each stockholder of record entitled to vote at such meeting and to each stockholder who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, not less than ten nor more than sixty days prior to the date set for the meeting, either personally or by mailing said notice by first class mail to each stockholder at his address appearing on the stock book of the Corporation or at such other address supplied by him in writing to the Secretary of the Corporation for the purpose of receiving notice. Notice by mail shall be deemed to be given when deposited, postage prepaid, in a post office or official depository under the exclusive care and custody of the United States Post Office Department. The record date for determining the stockholders entitled to such notice shall be determined by the Board of Directors in accordance with Section 6 of ARTICLE SIXTH of these By-Laws.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a stockholder at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such stockholder.

All notice given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

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Section 4. Quorum The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of stockholders for the transaction of business except as otherwise provided by statute. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any stockholders.

Section 5. Voting Every stockholder entitled to vote at any meeting shall be entitled to one vote for each share of stock entitled to vote and held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. At all elections of directors when a quorum is present, a plurality of the votes cast by the holders of shares entitled to vote shall elect and any other corporate action, when a quorum is present, shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon except as may otherwise be provided by statute.

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Section 6. Proxies Every proxy must be signed by the stockholder entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Secretary of the Corporation or with the Secretary of the meeting prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by law. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the stockholder who executed such proxy and the revocation is filed with the Secretary of the Corporation or with the Secretary of the Meeting prior to the voting of the proxy.

Section 7. Stockholders’ List A list of stockholders as of the record date, certified by the Secretary of the Corporation or by a transfer agent appointed by the Board of Directors shall be prepared for every meeting of stockholders and shall be produced by the Secretary or some other officer of the Corporation thereat.

Section 8. Inspectors at Meetings In advance of any stockholders’ meeting, the Board of Directors may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

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Section 9. Conduct of Meeting All meetings of stockholders shall be presided over by the President, or if he is not present by a chairman thereby chosen by the stockholders at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting but if neither the Secretary nor the Assistant Secretary is present the Chairman of the meeting shall appoint any person present to act as secretary of the meeting.

Section 10. Stockholder Action Without Meetings Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Function and Definition The business and property of the Corporation shall be managed by its Board of Directors who may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

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Section 2. Number and Qualification The number of directors constituting the entire Board shall consist of one or more members, as may be fixed by resolution of the Board of Directors or by the stockholders entitled to vote for the election of directors at an annual meeting, provided that any such action of the Board shall require the vote of a majority of the entire Board. The phrase “entire Board” as used herein means the total number of directors which the Corporation would have if there were no vacancies. Unless and until a different number shall be so fixed within the limits above specified, the Board shall consist of one director. The term of any incumbent director shall not be shortened by any such action by the Board of Directors or by the stockholders.

Each director shall be at least twenty-one years of age. A director need not be a stockholder, a citizen of the United States or a resident of the State of Washington.

Section 3. Election, Term and Vacancies Except as otherwise provided in this Section, all directors shall be elected at an annual meeting of stockholders, and all directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.

In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships resulting from the increase in the number of directors or from vacancies occurring in the Board, but not, except as hereinafter provided, in the case of a vacancy occurring by reason of removal of a director by the stockholders, may be filled by the vote of a majority of the directors, then remaining in office, although less than a quorum may exist.

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In the case of a vacancy occurring in the Board of Directors by reason of the removal of one or more directors by action of the stockholders, such vacancy may be filled by the stockholders at a special meeting duly called for such purpose.

In the event a vacancy is not filled by such election by stockholders, whether or not the vacancy resulted from the removal of a director with or without cause, a majority of the directors then remaining in office, although less than a quorum, may fill any such vacancy.

Section 4. Removal The Board of Directors may, at any time, with cause, remove any director.

The stockholders entitled to vote for the election of directors may, at any time, remove any or all of the directors with or without cause.

Section 5. Meetings The annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting, shall be held, without notice, immediately following the annual meeting of stockholders, at the same place at which such stockholders’ meeting is held.

Regular meetings of the Board of Directors shall be held at such time and place, within or outside of the State of Washington, as may be fixed by resolution of the Board, and when so fixed, no further notice thereof need be given. Regular meetings not fixed by resolution of the Board may be held on notice at such time and place as shall be determined by the Board.

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Special meetings of the Board of Directors may be called on notice at any time by the President or by a majority of the directors then in office and shall be called by the President or the Secretary at the written request of a majority of the directors then in office.

Section 6. Notice of Meeting In the case of all special meetings and of regular meetings not fixed by resolution of the Board, written notice of the time, place and purposes of each such meeting shall be mailed to each director, addressed to his residence or usual place of business, not less than four days before the date on which such meeting is to be held, or shall be sent to such address by telegraph, or be given personally, or by telephone, not less than two days before the date on which such meeting is to be held.

Any meeting of the Board of Directors for which notice is required by these By-Laws or by statute need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. All signed waivers of notice shall be filed with the minutes of the meeting.

Section 7. Conduct of Meetings The President, if present, shall preside at all meetings of directors. At all meetings at which the President is not present, any other director chosen by the Board, shall preside.

Section 8. Quorum, Adjournment, Voting A majority of the entire Board shall be requisite and shall constitute a quorum at all meetings of the Board of Directors for the transaction of business, except where a vacancy or vacancies prevents such majority, whereupon a majority of the directors then in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board.

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A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place without further notice other than an announcement at the meeting.

When a quorum is present at any meeting, a majority of the directors present shall decide any question brought before such meeting and the act of such majority shall be the act of the Board.

Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action.

Section 9. Compensation of Directors Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or of any committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

Section 10. Committees The Board of Directors, by resolution of a majority of the entire Board, may designate from among its members one or more committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution, shall have all the authority of the Board except that no such committee shall have authority as to any of the following matters:

(a) The submission to stockholders of any action as to which stockholders’ authorization or approval is required by statute, the Certificate of Incorporation or by these By-Laws;

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(b) the filling of vacancies in the Board of Directors or in any committee thereof;

(c) the fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) the amendment or repeal of these By-Laws or the adoption of new By-Laws; and

(e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

The Board may designate one or more directors as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Board. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Board of Directors at the meeting of the Board next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of a third person shall be affected by any such revision or alteration.

Section 11. Written Action Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE IV

OFFICERS

Section 1. Executive Officers The officers of the Corporation shall be a President and/or a General Manager, a Treasurer, a Secretary, and, if deemed necessary, expedient or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the board, an Executive Vice President, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-President of the Board, if any, need be a director. Any two or more offices may be held by the same person.

Section 2. Term Unless otherwise provided in the resolution choosing him, officers shall hold office until the meeting of the Board held immediately following the next annual meeting of stockholders and until their successors have been elected and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3. Removal Any officer may be removed from office by the Board at any time with or without cause.

Section 4. Powers All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their

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office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. The Board of Directors may from time to time delegate the powers or duties of any officer of the Corporation, in the event of his absence or failure to act otherwise, to any other officer or director or person whom they may select.

Section 5. Compensation The compensation of each officer shall be such as the Board of Directors may from time to time determine.

ARTICLE V

RESIGNATIONS

Any director or officer of the Corporation, or any member of any committee of the Board of Directors of the Corporation, may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignation shall have been accepted.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates Each stockholder shall be entitled to a certificate or certificates in such form as prescribed by the General Corporation Law and by any other applicable statute, which certificate shall represent and certify the number, kind and class of shares owned by him in the Corporation. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each certificate has been issued together with the number of shares represented thereby and the date of issuance shall be entered in the stock book of the Corporation by the Secretary or by the transfer agent of the Corporation. Each Certificate shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer and shall be sealed with the Corporate Seal or a facsimile thereof. The signature of the officers upon a certificate may also be facsimiles if the certificate is counter-signed by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Consideration A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid to the Corporation, except if otherwise permitted by law.

Section 3. Lost Certificates The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, mutilated, stolen or destroyed, upon the making of an affidavit of that fact by the person so claiming and upon delivery to the Corporation, if the Board of Directors shall so require, of a bond in such form and with such surety or sureties as the Board may direct, sufficient in amount to indemnify the Corporation and its transfer agent against any claim which may be made against it or them on account of the alleged loss, destruction, theft or mutilation of any such certificates or the issuance of any such new certificate.

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Section 4. Fractional Share Interests The Corporation may issue certificates for fractions of a share where necessary to effect transactions authorized by law; or it may pay in cash the fair market value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer from over the manual of facsimile signature of an officer of the Corporation or of its agents, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

Section 5. Share Transfers Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by his duly authorized attorney, upon the surrender of the certificate or certificates for such shares properly endorsed with payment of all taxes thereon.

Section 6. Record Date For Stockholders For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any

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action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this Section for the adjourned meeting.

Section 7. Stockholders of Record The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Washington.

ARTICLE VII

STATUTORY NOTICES

The Board of Directors may appoint the Treasurer or any other officer of the Corporation to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or statement which may be required by law.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin the first day of January of each year. By resolution duly adopted, the Board of Directors may alter such fiscal year.

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ARTICLE IX

CORPORATE SEAL

The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Washington” and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The Corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Corporate seal.

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Corporation books of account of all of the Corporation’s business and transactions.

There shall be maintained at the office of the Corporation’s transfer agent, a record containing the name and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

16

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then is or was a director, officer, employee or agent of the Corporation, or then serves or has served any other corporation in any capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Washington. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The stockholders entitled at the time to vote in the election of directors and the Board of Directors by vote of a majority of the entire Board, shall have the power to amend or repeal these By-laws and to adopt new by-laws provided, however, that any by-law adopted, amended or repealed by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon as herein provided.

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EX-99.T3B.11

Exhibit T3B.11

AMENDED AND RESTATED

BY-LAWS

OF

MICROE SYSTEMS, CORP.

BY-LAWS

TABLE OF CONTENTS

		Page
ARTICLE I STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meetings	1
1.4	Notice of Meetings	1
1.5	Voting List	2
1.6	Quorum	2
1.7	Adjournments	2
1.8	Voting and Proxies	3
1.9	Action at Meeting	3
1.10	Conduct of Meetings	3
1.11	Action without Meeting	4
ARTICLE II DIRECTORS		5
2.1	General Powers	5
2.2	Number; Election and Qualification	5
2.3	Enlargement of the Board	5
2.4	Tenure	5
2.5	Vacancies	6
2.6	Resignation	6
2.7	Regular Meetings	6
2.8	Special Meetings	6
2.9	Notice of Special Meetings	6
2.10	Meetings by Conference Communications Equipment	6
2.11	Quorum	6
2.12	Action at Meeting	7
2.13	Action by Consent	7
2.14	Removal	7
2.15	Committees	7
2.16	Compensation of Directors	7
ARTICLE III OFFICERS		8
3.1	Titles	8
3.2	Election	8
3.3	Qualification	8
3.4	Tenure	8
3.5	Resignation and Removal	8
3.6	Vacancies	8

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3.7	Chairman of the Board	9
3.8	President; Chief Executive Officer	9
3.9	Vice Presidents	9
3.10	Secretary and Assistant Secretaries	9
3.11	Treasurer and Assistant Treasurers	10
3.12	Salaries	10
ARTICLE IV CAPITAL STOCK		10
4.1	Issuance of Stock	10
4.2	Certificates of Stock	10
4.3	Transfers	11
4.4	Lost, Stolen or Destroyed Certificates	11
4.5	Record Date	12
ARTICLE V GENERAL PROVISIONS		12
5.1	Fiscal Year	12
5.2	Corporate Seal	12
5.3	Waiver of Notice	12
5.4	Voting of Securities	13
5.5	Evidence of Authority	13
5.6	Certificate of Incorporation	13
5.7	Transactions with Interested Parties	13
5.8	Severability	14
5.9	Pronouns	14
ARTICLE VI AMENDMENTS		14
6.1	By the Board of Directors	14
6.2	By the Stockholders	14
ARTICLE VII INDEMNIFICATION		14
7.1	Actions, Suits and Proceedings Other than by or in the Right of the Corporation	14
7.2	Actions or Suits by or in the Right of the Corporation	15
7.3	Indemnification for Expenses of Successful Party	15
7.4	Notification and Defense of Claim	16
7.5	Advance of Expenses	16
7.6	Procedure for Indemnification	17
7.7	Remedies	17
7.8	Subsequent Amendment	17
7.9	Other Rights	18
7.10	Partial Indemnification	18
7.11	Insurance	18
7.12	Merger or Consolidation	18
7.13	Savings Clauses	18

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7.14	Definitions	19
7.15	Subsequent Legislation	19

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AMENDED AND RESTATED

BY-LAWS

OF

MICROE SYSTEMS, CORP.

ARTICLE I

STOCKHOLDERS

1.1 Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation.

1.2 Annual Meeting. Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4 Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to

whom the notice is given. The notices of all meetings shall state the place [, if any] date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

1.5 Voting List. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7 Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By-laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

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1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

1.9 Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these By-Laws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast on the election.

1.10 Conduct of Meetings.

(a) Chairman of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors of the corporation may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as,

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in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

1.11 Action without Meeting.

(a) Taking of Action by Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Except as otherwise provided by the Certificate of Incorporation, stockholders may act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

(b) Electronic Transmission of Consents. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s

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registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c) Notice of Taking of Corporate Action. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II

DIRECTORS

2.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.2 Number; Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the stockholders or the Board of Directors, but in no event shall be less than one. The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation.

2.3 Enlargement of the Board. The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office.

2.4 Tenure. Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

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2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.6 Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.8 Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.9 Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy or electronic mail, or delivering written notice by hand, to such director’s last known business, home or electronic mail address at least 48 hours in advance of the meeting, or (iii) by sending written notice, via first-class mail or reputable overnight courier, to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

2.10 Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.11 Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced

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by one for each such director so disqualified; provided, however, that in no case shall less than one-third of the number of directors fixed pursuant to Section 2.2 of these By-laws constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.12 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-laws.

2.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents and electronic transmissions arc filed with the minutes of proceedings of the Board or committee.

2.14 Removal. Except as otherwise provided by the General Corporation Law of the State of Delaware, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

2.15 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors.

2.16 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of

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Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3 . 1 Titles. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors may determine, including a Chairman of the Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2 Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any

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offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7 Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.8 of these By-laws.

3.8 President; Chief Executive Officer. Unless the Board of Directors has designated the Chairman of the Board or another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of the Board or another person is serving in such position) may from time to time prescribe. Unless otherwise provided by the Board of Directors, the President shall preside at all meetings of the Board of Directors and stockholders.

3.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer, the President (if the President is not the Chief Executive Officer), and then the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors), shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In

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the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

3.12 Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2 Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by such holder in the corporation. Each such

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certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3 Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

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4.5 Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than 60 days prior to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

5.1 Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of September in each year.

5.2 Corporate Seal, The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3 Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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5.4 Voting of Securities. Except as the Board of Directors may otherwise designate, the President or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6 Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7 Transactions with Interested Parties. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized or solely because any such director’s or officer’s votes arc counted for such purpose, if:

(a) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or arc known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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5.8 Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

5.9 Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VI

AMENDMENTS

6.1 By the Board of Directors. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

6.2 By the Stockholders. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

ARTICLE VII

INDEMNIFICATION

7.1 Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to

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believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 7.7 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

7.2 Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware shall deem proper.

7.3 Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 7.1 and 7.2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise

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(including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

7.4 Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 7.4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

7.5 Advance of Expenses. Subject to the provisions of Section 7.6 below, in the event that the Corporation does not assume the defense pursuant to Section 7.4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article.

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Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make such repayment.

7.6 Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 7.1, 7.2, 7.3 or 7.5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 7.1, 7.2 or 7.5 the Corporation determine within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 7.1 or 7.2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (c) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation), or (d) a court of competent jurisdiction.

7.7 Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 7.6. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 7.6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

7.8 Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

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7.9 Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

7.10 Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

7.11 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

7.12 Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

7.13 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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7.14 Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

7.15 Subsequent Legislation. If the General Corporation Law of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

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EX-99.T3B.12

Exhibit T3B.12

BY-LAWS

OF

MicroE International Inc.

BY-LAWS

TABLE OF CONTENTS

			Page
ARTICLE I STOCKHOLDERS
	1.1	Place of Meeting	1
	1.2	Annual Meeting	1
	1.3	Special Meetings	1
	1.4	Notice of Meetings	1
	1.5	Voting List	2
	1.6	Quorum	2
	1.7	Adjournments	2
	1.8	Voting and Proxies	3
	1.9	Action at Meeting	3
	1.10	Conduct of Meeting	3
	1.11	Action without Meeting	4
ARTICLE II DIRECTORS			5
	2.1	General Powers	5
	2.2	Number; Election and Qualification	5
	2.3	Enlargement of the Board	5
	2.4	Tenure	5
	2.5	Vacancies	6
	2.6	Resignation	6
	2.7	Regular Meetings	6
	2.8	Special Meetings	6
	2.9	Notice of Special Meetings	6
	2.10	Meetings by Conference Communications Equipment	6
	2.11	Quorum	6
	2.12	Action at Meeting	7
	2.13	Action by Consent	7
	2.14	Removal	7
	2.15	Committees	7
	2.16	Compensation of Directors	7
ARTICLE III OFFICERS			8
	3.1	Titles	8
	3.2	Election	8
	3.3	Qualification	8
	3.4	Tenure	8
	3.5	Resignation and Removal	8
	3.6	Vacancies	8

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	3.7	Chairman of the Board	9
	3.8	President; Chief Executive Officer	9
	3.9	Vice Presidents	9
	3.10	Secretary and Assistant Secretaries	9
	3.11	Treasurer and Assistant Treasurers	10
	3.12	Salaries	10
ARTICLE IV CAPITAL STOCK			10
	4.1	Issuance of Stock	10
	4.2	Certificates of Stock	10
	4.3	Transfers	11
	4.4	Lost, Stolen or Destroyed Certificates	11
	4.5	Record Date	11
ARTICLE V GENERAL PROVISIONS			12
	5.1	Fiscal Year	12
	5.2	Corporate Seal	12
	5.3	Waiver of Notice	12
	5.4	Voting of Securities	12
	5.5	Evidence of Authority	13
	5.6	Certificate of Incorporation	13
	5.7	Transactions with Interested Parties	13
	5.8	Severability	13
	5.9	Pronouns	14
ARTICLE VI AMENDMENTS			14
	6.1	By the Board of Directors	14
	6.2	By the Stockholders	14

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BY-LAWS

OF

MicroE International Inc

ARTICLE I

STOCKHOLDERS

1.1 Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the Delaware General Corporation Law.

1.2 Annual Meeting. Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4 Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner

consistent with the Delaware General Corporation Law) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the Delaware General Corporation Law.

1.5 Voting List. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time to time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7 Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By-laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place, if any, of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed

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for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

1.9 Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these By-Laws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast on the election.

1.10 Conduct of Meetings.

(a) Chairman of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors of the corporation may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the

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right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

1.11 Action without Meeting.

(a) Taking of Action by Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Except as otherwise provided by the Certificate of Incorporation, stockholders may act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

(b) Electronic Transmission of Consents. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s

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registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c) Notice of Taking of Corporate Action. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II

DIRECTORS

2.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

2.2 Number: Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the stockholders or the Board of Directors, but in no event shall be less than one. The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation.

2.3 Enlargement of the Board. The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office.

2.4 Tenure. Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

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2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.6 Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.8 Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.9 Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy or electronic mail, or delivering written notice by hand, to such director’s last known business, home or electronic mail address at least 48 hours in advance of the meeting, or (iii) by sending written notice, via first-class mail or reputable overnight courier, to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

2.10 Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.11 Quorum. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced

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by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.12 Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-Laws.

2.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents and electronic transmissions are filed with the minutes of proceedings of the Board or committee.

2.14 Removal. Except as otherwise provided by the General Corporation Law of Delaware, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

2.15 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors.

2.16 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from

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serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3.1 Titles. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors may determine, including a Chairman of the Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2 Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold

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office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7 Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.8 of these By-laws. Unless otherwise provided by the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders.

3.8 President; Chief Executive Officer. Unless the Board of Directors has designated the Chairman of the Board or another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of the Board or another person is serving in such position) may from time to time prescribe.

3.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer, the President (if the President is not the Chief Executive Officer), and then the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors), shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if

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there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

3.12 Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2 Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by such holder in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the

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Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3 Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5 Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of

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stockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than 60 days prior to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

5.1 Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of October of each year and end on the last day of September in each year.

5.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3 Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws, a written waiver, signed by the person entitled to notice or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such waiver, or the attendance of such person at such meeting, shall be deemed equivalent to such notice.

5.4 Voting of Securities. Except as the Board of Directors may otherwise designate, the President or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at,

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any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6 Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7 Transactions with Interested Parties. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized or solely because any such director’s or officer’s votes are counted for such purpose, if:

(a) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

5.8 Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

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5.9 Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VI

AMENDMENTS

6.1 By the Board of Directors. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

6.2 By the Stockholders. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

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EX-99.T3C

Exhibit T3C

EXCEL TECHNOLOGY CORPORATION

THE GUARANTORS

named herein

and

The Bank of New York Mellon Trust Company, N.A., as Trustee

INDENTURE

Dated as of              , 2010

12.25% Senior Secured PIK Election Notes due 2014

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	N.A.
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	N.A.
(b)	7.10
(b)(1)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	N.A.
(b)	11.03
(c)	11.03
313(a)	7.06
(b)	10.08
(b)(1)	N.A.
(b)(2)	7.06
(c)	7.06
(d)	7.06
314(a)	N.A.
(b)	10.07
(c)(1)	N.A.
(c)(2)	N.A.
(c)(3)	N.A.
(d)	10.08; 10.10
(e)	N.A.

1

(f)	N.A.
315(a)	7.01(b)
(b)	N.A.
(c)	N.A.
(d)	N.A.
(e)	N.A.
316(a) (last sentence)	N.A.
(a)(1)(A)	6.05
(a)(1)(B)	6.04.
(a)(2)	N.A.
(b)	N.A.
(c)	N.A.
317(a)(1)	N.A.
(a)(2)	N.A.
(b)	N.A.
318(a)	N.A.

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture

2

TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE		2
SECTION 1.01.	Definitions.	2
SECTION 1.02.	Other Definitions.	21
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	22
SECTION 1.04.	Rules of Construction.	22
ARTICLE TWO THE NOTES		23
SECTION 2.01.	Amount of Notes.	23
SECTION 2.02.	Form and Dating.	23
SECTION 2.03.	Execution and Authentication.	23
SECTION 2.04.	Registrar and Paying Agent.	24
SECTION 2.05.	Paying Agent To Hold Money in Trust.	25
SECTION 2.06.	Holder Lists.	25
SECTION 2.07.	Transfer and Exchange.	25
SECTION 2.08.	Replacement Notes.	26
SECTION 2.09.	Outstanding Notes.	26
SECTION 2.10.	Treasury Notes.	26
SECTION 2.11.	Temporary Notes.	26
SECTION 2.12.	Cancellation.	27
SECTION 2.13.	Defaulted Interest.	27
SECTION 2.14.	CUSIP Number.	27
SECTION 2.15.	Deposit of Moneys.	27
SECTION 2.16.	Book-Entry Provisions for Global Notes.	27
SECTION 2.17.	Computation of Interest.	29
SECTION 2.18.	Conditions Precedent.	29
ARTICLE THREE REDEMPTION		29
SECTION 3.01.	Election To Redeem; Notices to Trustee.	29
SECTION 3.02.	Selection by Trustee of Notes To Be Redeemed.	30
SECTION 3.03.	Notice of Redemption.	30
SECTION 3.04.	Effect of Notice of Redemption.	31
SECTION 3.05.	Deposit of Redemption Price.	31
SECTION 3.06.	Notes Redeemed in Part.	31
ARTICLE FOUR COVENANTS		31
SECTION 4.01.	Payment of Notes.	31
SECTION 4.02.	Reports.	32
SECTION 4.03.	Waiver of Stay, Extension or Usury Laws.	32
SECTION 4.04.	Compliance Certificate; Notice of Default.	32
SECTION 4.05.	Taxes.	33
SECTION 4.06.	Limitations on Additional Indebtedness.	33
SECTION 4.07.	Excess Working Capital Proceeds Purchase Offer.	34
SECTION 4.08.	Limitations on Restricted Payments.	35
SECTION 4.09.	Limitations on Asset Sales.	36
SECTION 4.10.	Limitations on Transactions with Affiliates.	37
SECTION 4.11.	Limitations on Liens.	39
SECTION 4.12.	Conduct of Business.	39
SECTION 4.13.	Additional Note Guarantees.	39

i

SECTION 4.14.	Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.	39
SECTION 4.15.	Limitations on Designation of Unrestricted Subsidiaries.	40
SECTION 4.16.	Limitations on Sale and Leaseback Transactions.	41
SECTION 4.17.	Maintenance of Properties; Compliance with Law.	41
SECTION 4.18.	Legal Existence.	42
SECTION 4.19.	After-Acquired Property.	42
SECTION 4.20.	Further Instruments and Acts.	42
SECTION 4.21.	Impairment of Security Interest.	42
SECTION 4.22.	Future Pledges of Collateral to Secure PIK Interest.	42
SECTION 4.23.	Massachusetts Securities Corporation.	43
ARTICLE FIVE SUCCESSOR CORPORATION		43
SECTION 5.01.	Limitations on Mergers, Amalgamations, Consolidations, Etc.	43
SECTION 5.02.	Successor Person Substituted.	44
ARTICLE SIX DEFAULTS AND REMEDIES		45
SECTION 6.01.	Events of Default.	45
SECTION 6.02.	Acceleration and Default Rate.	46
SECTION 6.03.	Other Remedies.	47
SECTION 6.04.	Waiver of Past Defaults and Events of Default.	47
SECTION 6.05.	Reporting Default.	47
SECTION 6.06.	Control by Majority.	47
SECTION 6.07.	Limitation on Suits.	48
SECTION 6.08.	No Personal Liability of Directors, Officers, Employees and Stockholders.	48
SECTION 6.09.	Rights of Holders To Receive Payment.	48
SECTION 6.10.	Collection Suit by Trustee.	48
SECTION 6.11.	Trustee May File Proofs of Claim.	49
SECTION 6.12.	Priorities.	49
SECTION 6.13.	Undertaking for Costs.	49
SECTION 6.14.	Restoration of Rights and Remedies.	49
ARTICLE SEVEN TRUSTEE		50
SECTION 7.01.	Duties of Trustee.	50
SECTION 7.02.	Rights of Trustee.	50
SECTION 7.03.	Individual Rights of Trustee.	52
SECTION 7.04.	Trustee’s Disclaimer.	52
SECTION 7.05.	Notice of Defaults.	52
SECTION 7.06.	Reports by Trustee to Holders.	52
SECTION 7.07.	Compensation and Indemnity.	53
SECTION 7.08.	Replacement of Trustee.	53
SECTION 7.09.	Successor Trustee by Consolidation, Merger, Etc.	54
SECTION 7.10.	Eligibility; Disqualification.	54
SECTION 7.11.	Preferential Collection of Claims Against Issuer.	54
SECTION 7.12.	Paying Agents.	54
ARTICLE EIGHT AMENDMENTS, SUPPLEMENTS AND WAIVERS		55
SECTION 8.01.	Without Consent of Holders.	55
SECTION 8.02.	With Consent of Holders.	55

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SECTION 8.03.	Compliance with Trust Indenture Act.	56
SECTION 8.04.	Revocation and Effect of Consents.	56
SECTION 8.05.	Notation on or Exchange of Notes.	57
SECTION 8.06.	Trustee To Sign Amendments, Etc.	57
ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE		57
SECTION 9.01.	Discharge of Indenture.	57
SECTION 9.02.	Legal Defeasance.	58
SECTION 9.03.	Covenant Defeasance.	58
SECTION 9.04.	Conditions to Legal Defeasance or Covenant Defeasance.	59
SECTION 9.05.	Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.	59
SECTION 9.06.	Reinstatement.	60
SECTION 9.07.	Moneys Held by Paying Agent.	60
SECTION 9.08.	Moneys Held by Trustee.	60
ARTICLE TEN GUARANTEE OF NOTES AND SECURITY DOCUMENTS		61
SECTION 10.01.	Guarantee.	61
SECTION 10.02.	Execution and Delivery of Guarantee.	62
SECTION 10.03.	Limitation of Guarantee.	62
SECTION 10.04.	Release of Guarantor.	62
SECTION 10.05.	Waiver of Subrogation.	63
SECTION 10.06.	Collateral and Security Documents.	63
SECTION 10.07.	Recordings and Opinions.	64
SECTION 10.08.	Release of Collateral.	65
SECTION 10.09.	Permitted Releases Not to Impair Lien.	65
SECTION 10.10.	Certificates of the Trustee.	66
SECTION 10.11.	Suits to Protect the Collateral.	66
SECTION 10.12.	Authorization of Receipt of Funds by the Trustee Under the Security Documents.	66
SECTION 10.13.	Purchaser Protected.	66
SECTION 10.14.	Powers Exercisable by Receiver or Trustee.	66
SECTION 10.15.	Trustee and Collateral Agent.	67
SECTION 10.16.	Interest Act (Canada) Compliance.	67
SECTION 10.17.	Judgment Currency.	67
ARTICLE ELEVEN MISCELLANEOUS		68
SECTION 11.01.	Trust Indenture Act Controls.	68
SECTION 11.02.	Notices.	68
SECTION 11.03.	Communications by Holders with Other Holders.	69
SECTION 11.04.	Certificate and Opinion as to Conditions Precedent.	69
SECTION 11.05.	Statements Required in Certificate and Opinion.	70
SECTION 11.06.	Rules by Trustee and Agents.	70
SECTION 11.07.	Business Days; Legal Holidays.	70
SECTION 11.08.	Governing Law and Submission to Jurisdiction.	70
SECTION 11.09.	No Adverse Interpretation of Other Agreements.	71
SECTION 11.10.	No Recourse Against Others.	71
SECTION 11.11.	Successors.	71
SECTION 11.12.	Multiple Counterparts.	71

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SECTION 11.13.	Table of Contents, Headings, Etc.	71
SECTION 11.14.	Separability.	71
SECTION 11.15.	Acts of Holders. Record Dates.	72
SECTION 11.16.	Failure or Indulgence Not Waiver.	72
SECTION 11.17.	Waiver of Jury Trial.	72
EXHIBIT A   FORM OF NOTE		A-1
EXHIBIT B   [FORM OF LEGEND FOR GLOBAL NOTE]		B-1
EXHIBIT C   NOTATION OF GUARANTEE		C-1
EXHIBIT D   SECURITY DOCUMENTS		D-1

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INDENTURE, dated as of             , 2010, among Excel Technology Corporation, a Michigan corporation, as issuer (the “Issuer”), Excel Technology, Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada and the owner of all outstanding shares of voting capital stock of the Issuer (the “Parent”), Cambridge Technology, Inc., a Massachusetts corporation (“Cambridge”), Continuum Electro-Optics, Inc., a Delaware corporation (“Continuum”), Control Laser Corporation (d/b/a Baublys Control Laser, a Florida corporation (“Control”), XLL, Inc., a Delaware corporation (“XLL”), MES International, Inc., a Delaware corporation (“MES”), MicroE Systems Corp., a Delaware corporation (“MicroE”), The Optical Corporation, a California corporation (“Optical”), Photo Research, Inc., a Delaware corporation (“Photo”), Quantronix Corp., a Delaware corporation (“Quantronix”), and Synrad, Inc., a Washington corporation (“Synrad” and together with the Parent, Cambridge, Continuum, Control, XLL, MES, MicroE, Optical, Photo and Quantronix, each, a Guarantor (as hereinafter defined)), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

WHEREAS, on November 20, 2009 (the “Petition Date”), the Parent, and certain of its U.S. Subsidiaries (collectively, the “U.S. Debtors”) filed voluntary petitions under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Law”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Law;

WHEREAS, on November 20, 2009, the Parent and the U.S. Debtors (collectively, the “Debtors”), filed the Reorganization Plan (as defined herein);

WHEREAS, on             , 2010, the Bankruptcy Court entered the Confirmation Order (as defined herein);

WHEREAS, the Confirmation Order is a Final Order (as defined in the Reorganization Plan);

WHEREAS, in connection with the confirmation and implementation of the Reorganization Plan, each in partial satisfaction of the Senior Note Claims and the GSI UK Note Claim (as each is defined in the Reorganization Plan), the Issuer is issuing the Notes (as defined herein) to holders of the Senior Note Claims and the holder of the GSI UK Note Claim;

WHEREAS, the Issuer and each Guarantor has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes (as hereinafter defined) to be issued as this Indenture provides;

WHEREAS, the Guarantors have duly authorized the full and unconditional guarantee of the Notes, and to provide the general terms and conditions of the Notes and the guarantee of same, the Guarantors have duly authorized the execution and delivery of this Indenture; and

WHEREAS, each of the Issuer and the Guarantors jointly and severally represents that all acts and things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee as in this Indenture provided, and issued, the valid, binding and legal obligation of the Issuer, will, at the time of such execution, authentication and delivery, have been done and performed and the execution and delivery by the Issuer and each Guarantor of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized; and the Issuer and each Guarantor, in the exercise of legal right and power in it vested, is executing and delivering this Indenture and proposes to make, execute, issue, and deliver the Notes.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders.

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ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Initial Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Parent or any Restricted Subsidiary, any Indebtedness of a Person (other than the Parent or a Restricted Subsidiary) existing at the time such Person is merged with or into the Parent or a Restricted Subsidiary, or Indebtedness expressly assumed by the Parent or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition; provided, however, that Indebtedness of such acquired Person which is redeemed or otherwise repaid at the time of or substantially contemporaneously with the consummation of the transactions by which such acquired Person merges with or into or becomes a Restricted Subsidiary of such specified Person shall not be Acquired Indebtedness.

“Adjusted Net Assets” of the Issuer or of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of the Issuer or such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Guarantee, of the Issuer or such Guarantor at such date and (y) the present fair salable value of the assets of the Issuer or such Guarantor at such date exceeds the amount that will be required to pay the probable liability of the Issuer or such Guarantor on its debts and all other fixed and contingent liabilities (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of the Issuer or such Guarantor in respect of the obligations of such Guarantor under the Guarantee), excluding Indebtedness in respect of the Guarantee, as they become absolute and matured.

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of Section 4.10, Affiliates shall be deemed to include, with respect to any Person, any other Person (1) which beneficially owns or holds, directly or indirectly, 10% or more of any class of the Voting Stock of the referenced Person, (2) of which 10% or more of the Voting Stock is beneficially owned or held, directly or indirectly, by the referenced Person or (3) with respect to an individual, any immediate family member of such Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means any Registrar, Paying Agent, Collateral Agent or agent for service or notices and demands.

“Amend” means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning.

“Ancillary Indenture Documents” shall have the meaning set forth in the Reorganization Plan.

“Annual Report” means an annual report on Form 10-K filed with the SEC under the Exchange Act.

“Asset” means any asset or property.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Parent or any Restricted Subsidiary to any Person other than the Issuer or any Guarantor (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Parent or any

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of the Restricted Subsidiaries, that (i) have a Fair Market Value in excess of $1,000,000, or (ii) for aggregate consideration in excess of $1,000,000, other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1) transfers of cash or Cash Equivalents;

(2) transfers of assets (including Equity Interests) that are governed by and made in accordance with Section 5.01;

(3) Permitted Investments (other than Auction Rate Securities) and Restricted Payments permitted under Section 4.08;

(4) the creation of any Permitted Lien (but not the sale or other disposition of the property subject to such Permitted Lien);

(5) transfers of damaged, worn-out or obsolete equipment or assets that, in the Parent’s or the Issuer’s reasonable judgment, are no longer used or useful in the business of the Parent or the Restricted Subsidiaries;

(6) sales or grants of licenses or sublicenses, in either case on a non-exclusive basis, to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of the Parent or any Restricted Subsidiary to the extent not materially interfering with the business of Parent and the Restricted Subsidiaries;

(7) the surrender or waiver of contract rights or the settlement, release or surrender of contract or tort claims to the extent not materially interfering with the business of the Parent and the Restricted Subsidiaries;

(9) transfers by the Parent or a Restricted Subsidiary expressly contemplated by the Reorganization Plan; and

(10) transfers of assets by any Restricted Subsidiary that is not the Issuer or a Guarantor to another Restricted Subsidiary that is not the Issuer or a Guarantor.

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded semiannually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale and Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation”.

“Auction Rate Securities” means securities issued by State or local governments of the United States or political subdivisions thereof, the applicable interest rate on which is under normal circumstances subject to adjustments based on periodic remarketing or other auction process (commonly referred to as auction rate securities).

“Average Cash” means the average cash and Cash Equivalents of the Issuer and the Guarantors, on a consolidated basis, for the full fiscal quarter immediately preceding the fiscal quarter in which a Foreign Subsidiary Investment will be made; provided that no portion of such average cash shall be proceeds of debt for borrowed money excluding intercompany Indebtedness , but including, without limitation, proceeds of advances made pursuant to the Working Capital Facility.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the Board of Directors of such Person (or any duly authorized committee thereof or any corporate constituency, that in accordance with the Person’s bylaws or charter documents performs the duties of the Board of Directors ), (ii) in the case of any limited liability company, the board of managers of such Person (or any duly authorized committee thereof), (iii) in the case of any partnership, the board of directors of the general

3

partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, any duly authorized committee of such body.

“Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Parent or the Issuer and to be in full force and effect, and delivered to the Trustee.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all cash expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or in a similar fixed asset account on its balance sheet, and including all Capitalized Lease Obligations paid or payable during such period.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the Obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such Obligations shall be the capitalized amount thereof determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.11, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Cash Equivalents” means:

(1) marketable direct obligations issued or fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) maturing within 360 days of the date of acquisition thereof;

(2) demand and time deposits and certificates of deposit or acceptances, maturing within 360 days of the date of acquisition thereof, of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million and is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) commercial paper maturing no more than 270 days from the date of creation thereof issued by a corporation that is not the Issuer or an Affiliate of the Issuer, and is organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s;

(4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above;

(5) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within 360 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(6) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time; and

(7) money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (5) above.

“Collateral” means all the collateral described in the Security Documents.

“Collateral Agent” means at any time the Person acting as the collateral agent for the Notes.

“Confirmation Order” shall have the meaning set forth in the Reorganization Plan.

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“Consolidated Amortization Expense” means, for any period, the amortization expense of the Parent and the Restricted Subsidiaries for such period (excluding amortization expenses attributable to a prepaid item that was paid in cash in a prior period), determined on a consolidated basis in accordance with GAAP.

“Consolidated Depreciation Expense” means, for any period, the depreciation expense of the Parent and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) Consolidated Depreciation Expense, (b) Consolidated Amortization Expense, (c) Consolidated Income Tax Expense and (d) Consolidated Interest Expense and minus, to the extent included in the statement of such Consolidated Net Income for such period, interest income, all as determined on a consolidated basis for the Parent and the Restricted Subsidiaries. In addition, “Consolidated EBITDA” for any period including the first four full fiscal quarters following the Effective Date shall be subject to any non-cash adjustment with respect to such quarters required to be made by the Issuer’s independent certified public accountants as a result of “fresh start” accounting, and with respect to the four fiscal quarters prior to the Effective Date “Consolidated EBITDA” shall be so adjusted on a pro forma basis as though the Reorganization Plan had become effective on the first day of such period.

“Consolidated Income Tax Expense” for any period means the provision for taxes of the Parent and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” for any period means the sum, without duplication, of the total interest expense of the Parent and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and including, without duplication:

(1) imputed interest on Capitalized Lease Obligations and Attributable Indebtedness,

(2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,

(3) the net costs associated with Hedging Obligations related to interest rates,

(4) amortization of debt discount or premium, consent fees, fees paid or payable in connection with the Reorganization Plan and debt issuance costs, including commitment fees,

(5) the interest portion of any deferred payment obligations,

(6) capitalized interest,

(7) the product of (a) all dividend payments on any series of Disqualified Equity Interests of the Parent or any Preferred Stock of any Restricted Subsidiary (other than any such Disqualified Equity Interests or any Preferred Stock held by the Parent or a Wholly-Owned Restricted Subsidiary or to the extent paid in Qualified Equity Interests), multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Parent and the Restricted Subsidiaries, expressed as a decimal,

(8) all interest payable with respect to discontinued operations,

(9) all interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness,

(10) non cash interest expense, and

(11) cash contributions to any employee stock ownership plan or trust to pay interest or fees to any Person (other than the Parent) in connection with Indebtedness Incurred by such plan or trust.

“Consolidated Net Income” for any period means the net income (or loss) of the Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP;

5

provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(1) the net income (or loss) of any Person that is not a Restricted Subsidiary, (i) except to the extent that cash in an amount equal to any such income has actually been received by the Parent or, subject to clause (3) below, any Restricted Subsidiary during such period and (ii) except that the Parent’s equity in a net loss of any such Person for such period shall be included in determining Consolidated Net Income;

(2) except to the extent includible in the consolidated net income of the Parent pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Parent or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Parent or any Restricted Subsidiary;

(3) the net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period, except that the Parent’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;

(4) unrealized non-cash gains and losses with respect to Hedging Obligations (including those resulting from the application of SFAS No. 133);

(5) the cumulative effect of any change in accounting principles;

(6)any extraordinary or non-recurring gain (or extraordinary or non-recurring loss), together with any related provision for taxes on any such extraordinary or non-recurring gain (or the tax effect of any such extraordinary or non-recurring loss), realized by the Parent or any Restricted Subsidiary during such period; excluding any restructuring investigation costs, including but limited to severance, professional fees related to restructuring, investigation and restatement activities, etc. that may be classified as extraordinary;

(7) non-cash compensation expense;

(8) any non-cash gains or losses resulting from the Shareholder Claim, Asset Sales, discontinued operations, prior acquisitions, impairments or write offs outside the ordinary course, closures of businesses or plants or inventory write-ups following the Reorganization Plan; and

(9) any income recognized as a result of adjustments made in connection with the Parent’s pending accounting restatements.

In addition, any return of capital with respect to an Investment that decreased the amount of Investments outstanding pursuant to clause (11) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.

For purposes of this definition of “Consolidated Net Income,” “nonrecurring” means any gain or loss as of any date that is not reasonably likely to recur within the two years following such date; provided that if there was a gain or loss similar to such gain or loss within the two years preceding such date, such gain or loss shall not be deemed nonrecurring.

For the purposes of the definition of “Consolidated New Income,” any and all costs or expenses associated with the Reorganization Plan, the Parent’s pending accounting restatements and the Shareholder Claim, including, without limitation, any professional, consulting or advisory fees and the costs and expenses of any investigations or litigations shall not be considered extraordinary or non-recurring gain or losses.

“Consolidated Net Worth” means, with respect to any Person as of any date, the consolidated stockholders’ equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) (1) any amounts thereof attributable to Disqualified Equity Interests of such Person or

6

its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within twelve months after the acquisition of such business) subsequent to the Initial Issue Date in the book value of any asset owned by such Person or a Subsidiary of such Person.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at: The Bank of New York Mellon Trust Company, N.A., 222 Berkeley Street, 2nd Floor; Boston, MA 02116, Fax 617.351.2401, Attention: Corporate Trust Administration, or such other address as the Trustee may designate form time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Default Rate” means, upon a declaration of acceleration in accordance with Section 6.02, an additional 2.0% over the interest rate on the principal of and an increase of 2.0% per annum above the amount of all accrued and unpaid interest on the Notes

“Depository” means, with respect to the Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Issuer, which Person must be a clearing agency registered under the Exchange Act.

“Designation” has the meaning given to this term in Section 4.15.

“Designation Amount” has the meaning given to this term in Section 4.15.

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, is convertible or exchangeable at the option of the holders for Indebtedness or Disqualified Stock, in each case, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if the change of control or asset sale provisions applicable to such Equity Interests are no more favorable, taken as a whole, to such holders than the provisions of Section 4.09, and such Equity Interests specifically provide that the Issuer will not redeem any such Equity Interests pursuant to such provisions prior to the Parent’s or Issuer’s purchase of the Notes as required pursuant to the provisions of Section 4.09.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable),

7

participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction. Fair Market Value (other than of any asset with a public trading market) in excess of $5 million shall be determined by the Board of Directors of the Issuer acting reasonably and in good faith and shall be evidenced by a board resolution delivered to the Trustee.

“Fixed Charge Coverage Ratio” means with respect to the Parent, on the last day of the prior full fiscal quarter period immediately preceding the date of the relevant Interest Payment Date (the “Transaction Date”) giving rise to the need to calculate the Fixed Charge Coverage Ratio (such one full fiscal quarter period being referred to herein as the “One Quarter Period”), the ratio of (a) the aggregate amount of Consolidated EBITDA for the One Quarter Period ending on such day to (b) the sum of (i) Consolidated Interest Expense for the One Quarter Period ending on such day, plus (ii) the aggregate amount of dividends paid on any class of the Parent’s Capital Stock during the One Quarter Period ending on such day, plus (iii) all scheduled principal payments of debt and any prepayments to the extent there is an equivalent reduction in the commitments thereunder, plus (iv) Consolidated Income Tax Expense for the One Quarter Period ending on such day, plus (v) Capital Expenditures made during the period, exclusive of any Capitalized Expenditures to the extent financed with the proceeds of borrowed money excluding intercompany Indebtedness (collectively, “Consolidated Fixed Charges”). In the event the Parent or any of the Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable One Quarter Period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations, as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of its Restricted Subsidiaries has both determined to make and made after the Initial Issue Date and during the One Quarter Period or subsequent to such period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change of any Consolidated Fixed Charges and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the One Quarter Period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable One Quarter Period.

For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations (including of cost savings and synergies) shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a

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revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof.

“Foreign Subsidiary Investments” means Investments by the Issuer or a Guarantor in a direct or indirect Foreign Subsidiary of the Parent, provided that no Issuer or Guarantor may make Foreign Subsidiary Investments unless:

(1) such Investment occurs at least 365 days following the Initial Issue Date;

(2) the aggregate amount of such Investments does not exceed $10 million in any fiscal year or $45 million over the term of the Indenture;

(3) in the fiscal quarter in which such Investments will be made, such Investments are less than or equal to the difference of (A) the sum of (i) Average Cash and (ii) Prepaid Notes, minus (B) $50 million;

(4) at least 65% of the Equity Interests of the Foreign Subsidiary or Foreign Subsidiaries receiving such Investments are pledged pursuant to the Security Documents;

(5) such Investments are made no more frequently than once a fiscal quarter; and

(6) the Parent or the Issuer delivers to the Trustee an officer’s certificate from the Chief Executive Officer or Chief Financial Officer of such Person certifying that such Investments comply with clauses (1) through (5) above.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Initial Issue Date.

“Guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantors” means (i) the Parent and each Restricted Subsidiary which is a Subsidiary of the Parent (other than a Foreign Subsidiary) on the Initial Issue Date, and (ii) each other Person that is required to, or at the election of the Issuer does, become a Guarantor by the terms of this Indenture after the Initial Issue Date, in each case, until such Person is released from its Note Guarantee in accordance with the terms of this Indenture. General Scanning Securities Corp., shall not be required to be a Guarantor on the Initial Issue Date or thereafter.

“Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates, commodities or commodity prices, either generally or under specific contingencies.

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“Holder” means any registered holder, from time to time, of the Notes.

“Incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion of principal or the payment of interest in the form of additional Indebtedness or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

(1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than letter of credit obligations entered into in the ordinary course of business, to the extent such letter of credit are not drawn upon, or if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following the receipt by such Person of a demand or reimbursement following payment on the letter of credit);

(3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions (except to the extent such letter of credit or other transaction is not drawn upon, or if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following the receipt by such Person of a demand for reimbursement following payment on such letter of credit or other transaction, or extends to a trade payable and is satisfied no later than the tenth Business Day after it is drawn upon);

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery or title thereto;

(5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

(6) all Capitalized Lease Obligations of such Person;

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Parent or its Subsidiaries that is guaranteed by the Parent or the Parent’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Parent and its Subsidiaries on a consolidated basis;

(9) all Attributable Indebtedness;

(10) to the extent not otherwise included in this definition, Hedging Obligations of such Person; and

(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. The principal amount of the Indebtedness under any Hedging Obligations at any time shall be equal to the amount payable as a result of the termination of the arrangement or agreement for such Hedging Obligations at such time. For purposes of clause (5), the “maximum fixed redemption or

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repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Independent Director” means a director of the Parent or the Issuer who is independent with respect to the transaction at issue.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Parent’s or the Issuer’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Issuer and its Affiliates.

“Initial Issue Date” means             , 20    , the date on which the Initial Notes are originally issued.

“Initial Notes” means $104,100,000 aggregate principal amount of Notes issued under this Indenture on the Initial Issue Date.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

“Interest” means, with respect to the Notes, interest on the Notes (including Cash Interest (as defined in the Notes) and PIK Interest)

“Interest Payment Dates” means each February 15, May 15, August 15 and November 15, commencing             , 20    .

“Investments” of any Person means:

(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof);

(3) all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP (including, if required by GAAP, purchases of assets outside the ordinary course of business); and

(4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.15. If the Parent or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Parent shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of all other Investments in such Subsidiary retained by the Parent or any Restricted Subsidiary. Notwithstanding the foregoing, purchases or redemptions of Equity Interests or Indebtedness of the Parent by the Parent shall be deemed not to be Investments and (ii) purchases otherwise permitted under this Indenture or redemptions of Notes by the Issuer or Parent pursuant to the terms of the Indenture shall be deemed not to be Investments.

“Issuer” means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article Five and thereafter means the successor.

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“Issuer Request” means any written request signed in the name of the Issuer by the Chairman of the Board of Directors, any Vice Chairman, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Issuer or the Parent and attested to by the Secretary or any Assistant Secretary of the Issuer or the Parent.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Proceeds” means, with respect to any Asset Sale (other than a sale of Auction Rate Securities), the proceeds thereof in the form of cash or Cash Equivalents, calculated after the following items have been deducted from such proceeds:

(1) reasonable brokerage commissions and other reasonable fees and expenses (including reasonable fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale;

(2) provisions for Taxes payable as a result of such Asset Sale (after taking into account any available Tax credits or deductions and any Tax sharing arrangements);

(3) amounts required to be paid to any Person (other than the Issuer or any Guarantor) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon, except with respect to the Working Capital Facility which will be subject to the fourth paragraph of Section 4.09;

(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold at the time of, or within 60 days after the date of, such Asset Sale; and

(5) appropriate amounts to be provided by the Parent or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute proceeds for purposes of making the above calculation.

“Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary:

(1) as to which neither the Parent nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than any Credit Facility or the Notes) of the Parent or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of the Parent or any Restricted Subsidiary.

“Note Guarantee” has the meaning given to this term in Section 10.01.

“Notes” means the 12.25% Senior Secured PIK Election Notes due January 15, 2014 issued by the Issuer, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture, including, without limitation, any Related PIK Notes issued in respect of Notes and any increase in the principal amount of outstanding Notes as a result of a PIK Payment.

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“Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by or on behalf of the Parent or the Issuer by first-class mail, postage prepaid, to each Holder at its address appearing in the register for the Notes on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Offer Expiration Date”) of the Offer to Purchase, which shall be not less than 30 days nor more than 60 days after the date of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes to occur no later than three Business Days after the Offer Expiration Date. The Offer shall contain all the information required by applicable law to be included therein. The Offer shall also contain information concerning the business of the Parent and its Subsidiaries which the Parent or the Issuer in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

(1) the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2) the Offer Expiration Date and the Purchase Date;

(3) the aggregate principal amount of the outstanding Notes offered to be purchased by the Parent or the Issuer pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Section of this Indenture requiring the Offer to Purchase) (the “Purchase Amount”);

(4) the purchase price to be paid by the Parent or the Issuer for each $1,000 aggregate principal amount of Notes accepted for payment (the “Purchase Price”);

(5) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum denominations of $2,000 and integral multiples of $1,000 principal amount;

(6) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(7) that interest on any Note not tendered or tendered but not purchased by the Parent or the Issuer pursuant to the Offer to Purchase will continue to accrue;

(8) that on the Purchase Date the Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date;

(9) that each Holder electing to tender all or any portion of a Note pursuant to the Offer to Purchase will be required to surrender such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, at the place or places specified in the Offer prior to the close of business on the Offer Expiration Date (such Note being, if the Parent or the Issuer so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Parent or the Issuer duly executed by, the Holder thereof or its attorney duly authorized in writing);

(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Parent or the Issuer receives, not later than the close of business on the fifth Business Day preceding the Offer Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of its tender;

(11) that (a) if Notes in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Parent or the Issuer shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Parent or the

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Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in an aggregate principal amount of $2,000 or greater and integral multiples of $1,000 shall be purchased); and

(12) that in the case of any Holder whose Note is purchased only in part, the Parent or the Issuer shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered.

An Offer to Purchase shall be governed by and effected in accordance with the provisions above pertaining to any Offer.

On or before the Purchase Date, the Parent or the Issuer shall (i) accept for payment Notes or portions thereof tendered and not withdrawn pursuant to the Offer, (ii) deposit with the Trustee U.S. Dollars sufficient to pay the Purchase Price, plus accrued interest, if any, of all Notes to be purchased through and including the Purchase Date and (iii) deliver to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof being purchased by the Parent or the Issuer. The Trustee shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the Purchase Price, plus accrued interest, if any, thereon.

“Officer” means any of the following of the Parent or the Issuer: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” means a certificate signed on behalf of a Person by two Officers of such Person.

“Opinion of Counsel” means a written opinion reasonably satisfactory in form and substance to the Trustee from legal counsel stating the matters required by Section 11.05 and delivered to the Trustee.

“Original Notes” means the Notes (including any Related PIK Notes) issued on the Initial Issue Date to the initial Holders and owned by such initial Holders (or their Affiliates), but not any Notes owned by such initial Holders (or their Affiliates) if acquired by them after the Initial Issue Date.

“Parent” has the meaning set forth in the introductory paragraph to this Agreement.

“Permitted Business” means the businesses engaged in by the Parent and its Restricted Subsidiaries on the Initial Issue Date and businesses that are reasonably related thereto or reasonable extensions thereof.

“Permitted Investments” means (each of which shall be given independent effect in whole or in part):

(1) (i) Investments by the Parent or any Restricted Subsidiary in (a) the Issuer or any Guarantor, or (b) any Person that will become immediately after such Investment a Guarantor or that will merge or consolidate into the Issuer or any Guarantor; provided however, that the primary business of such Person is a Permitted Business; or (ii) any Investment by a Restricted Subsidiary that is not a Guarantor or the Issuer in (a) another Restricted Subsidiary that is not a Guarantor or the Issuer or (b) any Person that will become immediately after such Investment a Restricted Subsidiary that is not a Guarantor or that will merge or consolidate into a Restricted Subsidiary that is not a Guarantor or the Issuer;

(2) loans and advances to directors, employees and officers of the Parent and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Parent not in excess of $2.5 million at any one time outstanding;

(3) Hedging Obligations entered into for bona fide hedging purposes of the Parent or any Restricted Subsidiary not for the purpose of speculation;

(4) cash and Cash Equivalents;

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(5) accounts and notes receivables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(6) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or any exchange of such investment with the issuer thereof or taken in settlement of or other resolution of claims or disputes;

(7) Investments received in connection with an Asset Sale that was made in compliance with Section 4.09;

(8) lease, utility and other similar deposits in the ordinary course of business;

(9) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary or in satisfaction of judgments;

(10) payroll, travel and similar advances to cover matters that are expected at the time of such advance ultimately to be treated as an expense;

(11) other Investments made after the Initial Issue Date in an aggregate amount not to exceed $5 million in any fiscal year (with each Investment being valued as of the date made and without regard to subsequent changes in value); provided that no Investment made in reliance on this clause (11) shall be made in any Person that is the direct or indirect holder of more than 25% of the outstanding Equity Interests of the Parent;

(12) Investments of the Parent and the Restricted Subsidiaries, to the extent outstanding on the Initial Issue Date;

(13) any assets, capital stock or other securities to the extent acquired for capital stock other than Disqualified Equity Interests; and

(14) Foreign Subsidiary Investments.

The amount of Investments outstanding at any time pursuant to clause (11) above shall be deemed to be reduced:

(a) upon the disposition or repayment of or return on any Investment made pursuant to clause (11), by an amount equal to the return of capital with respect to such Investment to the Parent or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income); and

(b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (11).

“Permitted Liens” means the following types of Liens:

(1) Liens for Taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Parent or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(2) Liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof and rights to offset and set-off;

(3) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory or regulatory obligations, surety and appeal bonds, bids, leases, government contracts,

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performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), in each case incurred in the ordinary course of business;

(4) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, incurred in the ordinary course of business;

(5) judgment Liens not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(6) easements, rights-of-way, zoning restrictions, title irregularities and other similar charges, restrictions or encumbrances in respect of real property which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Parent and the Restricted Subsidiaries taken as a whole;

(7) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof; provided, however, that such obligations do not constitute Indebtedness;

(8) Liens encumbering deposits made to secure obligations arising from contractual or warranty requirements of the Parent or any Restricted Subsidiary, including rights of offset and set-off, granted in the ordinary course of business;

(9) Liens, rights of set-off and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Parent or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the financial institution with which such accounts are maintained, securing amounts owing to such financial institution with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(10) leases or subleases, and licenses or sublicenses, in either case on a non-exclusive basis, granted to others that do not materially interfere with the ordinary course of business of the Parent or any Restricted Subsidiary;

(11) Liens arising from filing precautionary Uniform Commercial Code financing statements regarding operating leases;

(12) Liens securing all of the Notes and Liens securing any Note Guarantee;

(13) Liens existing on the Initial Issue Date;

(14) Liens to secure the Working Capital Obligations;

(15) Liens securing Acquired Indebtedness permitted to be incurred under this Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon and substitutions and replacements thereto) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Parent or a Restricted Subsidiary;

(16) Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (12), (13), (14), and (15) ; provided that in the case of Liens securing Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (12), (13), (14), and (15), such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

(17) Liens in favor of customs and revenue authorities arising as a matter of law and in the ordinary course of business to secure payment of customs duties in connection with the importation of goods;

(18) Liens securing Indebtedness incurred pursuant to clauses (3), (6) and (11) of Section 4.06; and

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(19) Liens arising in connection with the placement by the Parent or any Restricted Subsidiary of a reasonable amount of cash (as determined in good faith by the Parent’s or the Issuer’s Board of Directors) in escrow against any obligations permitted pursuant to clause (9) of Section 4.06 (other than with respect to obligations incurred or assumed in connection with the acquisition, disposition, issuance or redemption of Equity Interests of the Parent).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Physical Notes” means certificated Notes in registered form in substantially the form set forth in Exhibit A.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“PIK Interest” means interest paid with respect to the Notes in the form of increasing the outstanding principal amount of the Notes or issuing PIK Notes.

“PIK Notes” means additional Notes issued under this Indenture on the same terms and conditions as the Notes in connection with a PIK Payment containing the same terms and conditions as the Notes (other than issue date and the interest rate). For purposes of this Indenture, all references to “PIK Notes” shall include the Related PIK Notes.

“PIK Payment” means an interest payment with respect to the Notes made by increasing the outstanding principal amount of the Notes or issuing PIK Notes.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other equity interests (however designated) of such Person whether now outstanding or issued after the Initial Issue Date.

“Prepaid Notes” means the aggregate principal amount of all Notes that have been voluntarily prepaid or redeemed since the Initial Issue Date, in an aggregate amount not to exceed $30 million.

“Principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes including, without limitation, any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Parent, or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price or improvement of property, plant or equipment purchased, constructed or improved at any time after the Initial Issue Date and used in the business of the Parent or any Restricted Subsidiary or the cost of installation, construction or improvement thereof and fees and other obligations incurred in connection therewith, as amended or otherwise restructured (other than pursuant to a refinancing); provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by the Parent or such Restricted Subsidiary or such installation, construction or improvement.

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

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“Qualified Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of the Parent.

“Redeem” means to redeem, repurchase, purchase, defease (including a covenant defeasance), retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of Section 3.01.

“Redemption Date” when used with respect to any Note to be redeemed means the date fixed for such redemption pursuant to the terms of the Notes.

“Redemption Price” means the price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date.

“Refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinancing Indebtedness” means Indebtedness of the Parent or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Parent or any Restricted Subsidiary (the “Refinanced Indebtedness”); provided that:

(1) the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness (including any capitalized or paid-in-kind interest) plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the Refinanced Indebtedness and expenses incurred or to be paid in connection with the incurrence of the Refinancing Indebtedness;

(2) the obligor of Refinancing Indebtedness does not include any Person (other than (i) the Issuer or any Guarantor, in the case of Indebtedness subject to such redemption or refinancing having been incurred by the Issuer or any Guarantor or (ii) any Restricted Subsidiary that is not a Guarantor or the Issuer, in the case of Indebtedness subject to such redemption or refinancing having been Incurred by any Restricted Subsidiary that is not a Guarantor or the Issuer) that is not an obligor of the Refinanced Indebtedness;

(3) if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;

(4) the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) 121 days after the maturity date of the Notes; and

(5) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes.

“Related PIK Notes” means, with respect to a Note, (i) each PIK Note issued in connection with a PIK Payment on such Note and (ii) each additional PIK Note issued in connection with a PIK Payment on a Related PIK Note with respect to such Note.

“Reorganization Plan” means the Joint Plan of Reorganization proposed by the Debtors as amended or modified from time to time (whether any such amendment or modification is effected through an amendment or modification to the Reorganization Plan itself or through the Confirmation Order).

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“Responsible Officer” when used with respect to the Trustee, means an officer or assistant officer assigned to the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restatement Date” means the date on which the Parent files with the SEC under the Exchange Act (i) a Form 10-K for the fiscal year ended December 31, 2008, and (ii) any other periodic filings required by the Exchange Act or the SEC in order for the Company to become current with its reporting obligations under the Exchange Act.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Parent or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Parent or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any Restricted Subsidiary but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Parent or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

(2) the purchase, repurchase, defeasance, redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any Restricted Subsidiary but excluding any such Equity Interests held by the Parent or any Restricted Subsidiary;

(3) any Investment other than a Permitted Investment; or

(4) any purchase, repurchase, defeasance, payment, redemption or other acquisition or retirement for value prior to the scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness (other than (i) any Subordinated Indebtedness owed to and held by the Issuer or any Guarantor or (ii) any Subordinated Indebtedness of any Restricted Subsidiary that is not a Guarantor or the Issuer owed to and held by any other Restricted Subsidiary that is not a Guarantor or the Issuer).

“Restricted Subsidiary” means any Subsidiary of the Parent (including the Issuer) other than an Unrestricted Subsidiary.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transactions” means, with respect to any Person, an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary’s Certificate” means a certificate signed by the Secretary of the Parent or the Issuer.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

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“Security Agreement” means the Security Agreement to be executed and delivered by the Issuer and each Guarantor, substantially in the form of Exhibit D.

“Security Documents” means the Security Agreement and all other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements or other grants or transfer of security, creating (or purporting to create) a Lien upon the collateral as contemplated by this Indenture and the Security Agreement, in each case, as amended, supplemented, restated, renewed, replaced or otherwise modified, in whole or in part, from time to time, in accordance with their respective terms and this Indenture.

“Shareholder Claim” means that certain class action lawsuit filed with the United States District Court for the District of Massachusetts against the Parent and certain of its current and former officers and directors in December 2008, docket number 1:08-cv-12065-GAO, as it may be amended from time to time.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Parent as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Initial Issue Date.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provisions (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Indebtedness” means Indebtedness of the Parent, or any Restricted Subsidiary that is expressly subordinated in right of payment to the Notes or the Note Guarantees, respectively.

“Subsidiary” means, with respect to any Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Tax” (and, with correlative meaning, “Taxes”) means all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, withholding, employment, payroll and franchise taxes imposed by the United States or any state, local or foreign government, or any agency thereof, or other political subdivision of the Unites States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to, or incurred in connection with any Tax or any contest or dispute thereof.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Parent or the Issuer in accordance with Section 4.15 and (2) any Subsidiary of an Unrestricted Subsidiary.

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“U.S. Government Obligations” means direct non-callable obligations of, or guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States are pledged.

“Voting Stock” means, with respect to any Person, securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Warrants” means warrants to purchase Parent common shares issued pursuant to the Reorganization Plan.

“Weighted Average Life to Maturity,” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity (but not including any redemption offer upon an asset sale, change of control or other similar obligation), in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Parent or through one or more Wholly-Owned Restricted Subsidiaries.

“Working Capital Facility” means a debt or commercial credit facility of the Issuer or any Guarantor approved by Holders of at least a majority in aggregate principal amount of the Notes then outstanding.

“Working Capital Facility Security” means the security interest of the lender of the Working Capital Facility in the assets, and after acquired assets of the Issuer or the Guarantors, securing the Working Capital Obligations.

“Working Capital Obligations” mean the obligations constituting Indebtedness of the Issuer or any Guarantors under the Working Capital Facility.

SECTION 1.02. Other Definitions.

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“Affiliate Transaction”	4.10(a)
“Agent Members”	2.16(a)
“Business Day”	11.07
“Cash Interest”	Exhibit A
“Contract Rate”	10.16
“Contract Rate Basis”	10.16
“Default Interest”	Exhibit A
“Effective Reorganization Plan”	2.18(2)
“Eligible Market”	6.05
“Event of Default”	6.01
“Excess Proceeds”	4.09
“Excess Working Capital Proceeds”	4.07(a)
“Global Notes”	2.16(a)
“Judgment Currency”	10.17(a)

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“Judgment Conversion Date”	10.17(a)
“Legal Defeasance”	9.02
“Legal Holiday”	11.07
“Net Proceeds Excess”	4.09
“Net Proceeds Offer”	4.09
“Offered Price”	4.09
“Paying Agent”	2.04
“Payment Amount”	4.09
“Permitted Indebtedness”	4.06
“rate of exchange”	10.17(d)
“Redesignation”	4.15
“Registrar”	2.04
“Reporting Default”	6.05(a)
“Reporting Default Interest”	Exhibit A
“Restricted Payments Basket”	4.08(a)

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture securityholder” means a Holder or Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on the indenture securities” means the Issuer, the Guarantors or any other obligor on the Notes.

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned to them.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference;

(2) “or” is not exclusive;

(3) words in the singular include the plural, and in the plural include the singular;

(4) words used herein implying any gender shall apply to both genders;

(5) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or Subsection;

(6) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Parent; and

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(7) “$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts.

ARTICLE TWO

THE NOTES

SECTION 2.01. Amount of Notes.

The Trustee shall authenticate Initial Notes for original issue on the Initial Issue Date in the aggregate principal amount not to exceed $104,110,000. The Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder of the Notes.

In addition, as a result of any PIK Payment, the Issuer shall be entitled to, without the consent of the Holders and without regard to Section 4.06 hereof, issue PIK Notes or in lieu of issuing such PIK Notes, increase the outstanding principal amount of the Notes held in the form of global notes. The Initial Notes and any PIK Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.

Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer.

SECTION 2.02. Form and Dating.

The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Each Note shall be dated the date of its authentication.

The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby.

The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

With respect to a PIK Payment, no later than five business days prior to the relevant Interest Payment Date, the Issuer shall deliver to the Trustee, with respect to Global Notes, an Issuer Request to increase the outstanding principal amount of such Notes by the required amount of PIK Interest (rounded up to the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depositary or otherwise, an

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Issuer Request to authenticate and deliver new Global Notes). The Trustee shall, on the relevant Interest Payment Date, and in accordance with an Issuer Request, make appropriate amendments to the schedule of principal amounts of such Global Notes or, if applicable, authenticate and deliver PIK Notes provided to it. Each PIK Payment shall be made pro rata with respect to the outstanding Notes, and the Issuer shall have the right to aggregate amounts of interest payable in the form of PIK Notes to a Holder of outstanding Notes and issue to such Holder a single PIK Note in payment thereof.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 2.04. Registrar and Paying Agent.

The Issuer shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Issuer, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the names and addresses of the Holders and of the principal amount of the Notes (and stated interest therein) and of their transfer and exchange. The entries in the register shall be conclusive and binding for all purposes absent manifest error. The Issuer, the Paying Agent and the Holder shall treat each Person whose name is recorded in the Register as a Holder hereunder for all purposes of this Indenture, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. If and for so long as the Trustee is not the Registrar, the Trustee shall have the right to inspect the register of the Notes during regular business hours. The Issuer may have one or more additional Paying Agents. The term “Paying Agent” includes any additional Paying Agent. Neither the Issuer nor any Affiliate thereof may act as Paying Agent.

The Issuer shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any wholly owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Notes and this Indenture.

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SECTION 2.05. Paying Agent To Hold Money in Trust.

Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

SECTION 2.07. Transfer and Exchange.

Subject to Section 2.16, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.09 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part.

Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law.

Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

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SECTION 2.08. Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the guarantee thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Issuer, an indemnity bond shall be posted by such Holder, sufficient in the judgment of both to protect the Issuer, the Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer and the Trustee may charge such Holder for their out of pocket expenses in replacing such Note (including, without limitation, attorneys’ fees and disbursements). Every replacement Note shall constitute a contractual obligation of the Issuer.

SECTION 2.09. Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

If the Paying Agent segregates and holds in trust, in its capacity as such, on any redemption date or maturity date, money sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes (other than the Original Notes) owned by the Issuer or any other Affiliate of the Issuer shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has received an Officers’ Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Issuer, a Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange

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for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.12. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall (subject to the record-retention requirements of the Exchange Act) dispose of such cancelled Notes in its customary manner. The Trustee shall deliver a certificate of such disposal to the Issuer upon its request therefor. The Issuer may not reissue or resell, or issue new Notes to replace, Notes that the Issuer has redeemed or paid, or that have been delivered to the Trustee for cancellation.

SECTION 2.13. Defaulted Interest.

If the Issuer defaults on a payment of interest on the Notes, whether in the form of PIK Interest or otherwise, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix such special record date and payment date in a manner satisfactory to the Trustee. The Issuer shall promptly mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14. CUSIP Number.

The Issuer in issuing the Notes may use a “CUSIP” number, ISIN and “Common Code” number (in each case if then generally in use), and if so, such CUSIP number, ISIN and Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of such number either as printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify, and in any event within 10 Business Days, the Trustee of any such CUSIP number, ISIN and Common Code number used by the Issuer in connection with the issuance of the Notes and of any change in the CUSIP number, ISIN and Common Code number.

SECTION 2.15. Deposit of Moneys.

Prior to 10:00 a.m., New York City time, on each Interest Payment Date and maturity date, the Issuer shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or maturity date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date or maturity date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

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(a) The global notes representing Notes (the “Global Notes”) shall bear legends as set forth in Exhibit B. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member (as defined below), and (ii) be delivered to the Trustee as custodian for such Depository.

Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository. In addition, a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository within 90 days thereof or (y) has ceased to be a clearing agency registered under the Exchange Act and the Issuer thereupon fails to appoint a successor depository within 90 days thereof or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures).

(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and make available for delivery, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) [Intentionally Left Blank]

(f) [Intentionally Left Blank]

(g) [Intentionally Left Blank]

(h) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(i) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(j) None of the Issuer or the Trustee nor any agent of the Issuer or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial

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ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to this Section 2.16. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.17. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 2.18. Conditions Precedent.

The issuance of Notes under this Indenture (excluding any PIK Notes and any increase in the principal amount of Notes as a result of a PIK Payment) is subject to the satisfaction, prior to or concurrently with the entering into of this Indenture on the Effective Date, of the following conditions precedent:

(1) Indenture; Note Documents. The Trustee shall have received (i) this Indenture, executed and delivered by the Trustee and the Issuer and the Guarantors, (ii) Ancillary Indenture Documents, (iii) the Security Agreement, executed and delivered by the Issuer and each applicable Guarantor, (iv) an Acknowledgement and Consent in the form attached to the Security Agreement, (v) all other Security Documents reasonably requested by the Holders, including without limitation, any pledge agreements required under any local law jurisdiction and any mortgages, (vi) appropriate financing statements on Form UCC 1 duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document, (vii) customary and reasonable opinions and (viii) any other agreement, instrument or document reasonably required or advisable to carry out the purposes of this Indenture or the Security Documents or to establish or maintain the validity, perfection or priority of the Liens of the Collateral Agent in the Collateral .

(2) Reorganization Plan. The Effective Date as defined in the Reorganization Plan shall have occurred (the Reorganization Plan on such date is hereinafter referred to as the “Effective Reorganization Plan”).

(3) Confirmation Order. The Trustee shall have received a copy of the Confirmation Order, certified by an Officer of the Issuer to be a true, complete and correct copy of such document, which shall approve and authorize the transactions contemplated by this Indenture, the Security Documents and the Reorganization Plan and otherwise not be inconsistent with the provisions hereof and thereof.

(4) Qualification under the Trust Indenture Act. The Issuer shall have filed a Form T-3 with the SEC for qualification of this Indenture under the Trust Indenture Act of 1939, as amended, and such Form T-3 shall be effective.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to paragraph 7 of the Notes, at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee), the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 7 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03. At

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any time after the Initial Issue Date, all or any of the Notes may be redeemed from time to time at the Redemption Price.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

In the event that less than all of the Notes are to be redeemed pursuant to a redemption made pursuant to paragraph 7 of the Notes, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national security exchange, on a pro rata basis, by lot; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. If a partial redemption is made pursuant to the second paragraph of paragraph 7 of the Notes, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless that method is otherwise prohibited. The Trustee shall promptly notify the Issuer of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $2,000. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the other terms of this Indenture.

SECTION 3.03. Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction and discharge of this Indenture. If the Issuer mails such notice to Holders, it shall mail a copy of such notice to the Trustee at the same time.

The notice shall identify the Notes to be redeemed (including the CUSIP numbers ISIN and Common Code numbers, if any thereof) and shall state:

(1) the Redemption Date;

(2) the redemption price (or the manner of calculation of the redemption price) and accrued interest to be paid;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7) the provision of paragraph 7 of the Notes, as the case may be, pursuant to which the Notes called for redemption are being redeemed; and

(8) the aggregate principal amount of Notes that are being redeemed.

At the Issuer’s written request made at least ten Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption prepared by the Issuer, in the Issuer’s name and at the Issuer’s sole expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.03.

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SECTION 3.04. Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, plus interest accrued to the Redemption Date, provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date, and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price.

On or prior to 10:00 A.M., New York City time, on each Redemption Date, the Issuer shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Issuer to the Trustee for cancellation. Promptly after the calculation of the Redemption Price, the Issuer will give the Trustee and any Paying Agent written notice thereof.

On and after any Redemption Date, if money sufficient to pay the redemption price of, and accrued interest on Notes called for redemption shall have been made available in accordance with the preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes.

The Issuer shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment.

The Issuer shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes.

If a Holder fails to provide the Trustee and the Issuer with appropriate tax certifications providing an exemption from the applicable withholding tax (which, in respect of United States federal

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income tax laws, includes (i) an Internal Revenue Service Form W-9 for U.S. persons or its successor form, or (ii) an appropriate Internal Revenue Service Form W-8 for non-U.S. persons or the applicable successor form), the Issuer shall be entitled to withhold an amount from interest and/or principal payments to be made to such Holder pursuant to this Section 4.01 that equals the applicable withholding tax. Any installment of principal or interest due pursuant to this Section 4.01 shall be considered fully paid even if such amount is withheld from the installment otherwise due to such Holder.

SECTION 4.02. Reports.

(a) Whether or not required by the SEC, from and after the Restatement Date and so long as any Notes are outstanding, the Parent will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and unless already publicly available on the SEC’s EDGAR filing system, and the Parent (a) will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Parent were required to file such forms, including a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the annual financial statements by the Parent’s independent auditors; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Parent were required to file such reports.

(b) From and after the Restatement Date, so long as any Notes remain outstanding, the Parent shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.03. Waiver of Stay, Extension or Usury Laws.

Each of the Issuer and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive any of the Issuer and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) each of the Issuer and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.04. Compliance Certificate; Notice of Default.

(a) The Issuer or the Parent shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Parent and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action they are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if

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such event has occurred, a description of the event and what action the Issuer and the Guarantors are taking or propose to take with respect thereto.

(b) The Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default, an Officers’ Certificate specifying such Default and what action the Issuer and the Guarantors are taking or propose to take with respect thereto.

(c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice to the Trustee of any change in its fiscal year. Failure to provide any such Notice will not constitute a Default under this Indenture.

SECTION 4.05. Taxes.

The Issuer and the Guarantors shall, and shall cause each of their Subsidiaries to, pay prior to delinquency all material Taxes except as contested in good faith and by appropriate proceedings.

SECTION 4.06. Limitations on Additional Indebtedness.

The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness.

Notwithstanding the above, each of the following, which shall be given independent effect in whole or in part, shall be permitted (the “Permitted Indebtedness”):

(1) the Initial Notes, the PIK Notes and the Note Guarantees in respect thereof (including any future Note Guarantee);

(2) Indebtedness of the Parent and the Restricted Subsidiaries to the extent outstanding on the Initial Issue Date and listed on Schedule 4.06 hereto;

(3) Indebtedness under Hedging Obligations entered into for bona fide hedging purposes of the Parent or any Restricted Subsidiary not for the purpose of speculation; provided that the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(4) Indebtedness of (i) the Issuer or Guarantor owed to the Parent or any Restricted Subsidiary and (ii) any Restricted Subsidiary that is not a Guarantor or the Issuer owed to any other Restricted Subsidiary that is not a Guarantor or the Issuer; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary referred to in clauses (i) or such Indebtedness being owed to any Person other than the Parent or any Restricted Subsidiary, as applicable, such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (4);

(5) (a) Indebtedness in respect of bid, performance, completion, guarantee, surety and similar bonds and assurances issued for the account of the Parent or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations (i) of the Parent or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, completion, guarantee or surety obligations (in each case other than for an obligation for money borrowed) of the Issuer or any Guarantor or (ii) of any Restricted Subsidiary that is not a Guarantor or the Issuer with respect to letters of credit supporting such bid, performance, completion, guarantee or surety obligations (in each case other than for an obligation for money borrowed) of another Restricted Subsidiary that is not a Guarantor or the Issuer; and (b) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of (i) workers’ compensation claims or self-insurance, (ii) other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or self-insurance or (iii) for regulatory or insurance purposes;

(6) Purchase Money Indebtedness and/or Attributable Indebtedness, in an aggregate amount not to exceed $5,000,000 at any time outstanding;

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(7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds; provided, however, that such Indebtedness is extinguished within five Business Days;

(8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(9) Indemnification, adjustment of purchase price, earn-out or similar obligations, in each case incurred or assumed in connection with the acquisition or disposition of any business or assets of the Parent or any Restricted Subsidiary or the acquisition, disposition, issuance or redemption of Equity Interests of the Parent or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (9) shall at no time exceed the gross proceeds or value of the consideration actually received by the Parent and the Restricted Subsidiaries in connection with such disposition;

(10) Indebtedness incurred by Issuer or any Guarantor pursuant to the Working Capital Facility; provided, however, that after giving effect to the incurrence, the aggregate principal amount of outstanding Indebtedness incurred thereunder plus all commitments thereunder (without duplication) does not exceed $40.0 million (less the sum of all principal payments required to be made with respect to such Indebtedness pursuant to the fourth paragraph of Section 4.09);

(11) Indebtedness of the Foreign Subsidiaries of the Parent owed to parties other than the Restricted Subsidiaries or the Guarantors, not to exceed any time outstanding an aggregate principal amount of $15,000,000; and

(12) Acquired Indebtedness, not to exceed at any time outstanding an aggregate principal amount of $7,500,000; provided such Indebtedness was incurred in connection with acquisitions permitted under clauses 11 or 13 of the definition of “Permitted Investments” or Section 4.08(a).

For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, and may later reclassify any item of Indebtedness as having been Incurred pursuant to any of clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories).

SECTION 4.07. Excess Working Capital Proceeds Purchase Offer.

(a) If the aggregate principal amount of outstanding Indebtedness plus commitments (without duplication) under the Working Capital Facility exceeds $20.0 million (such excess, the “Excess Working Capital Proceeds”), the Parent or the Issuer shall make an Offer to Purchase to all Holders in an aggregate principal amount of Notes equal to the amount of such Excess Working Capital Proceeds up to but not to exceed $20.0 million as follows:

(1) the Parent or the Issuer shall make an Offer to Purchase (a “Working Capital Facility Offer”) to all Holders, in accordance with the procedures set forth in this Indenture, in a maximum principal amount of Notes that may be redeemed out of the amount (the “Working Capital Facility Payment Amount”) of such Excess Working Capital Proceeds and each Holder may tender, in accordance with the procedures set forth in this Indenture, a principal amount of Notes up to the Working Capital Facility Payment Amount;

(2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Working Capital Facility Offer, plus accrued and unpaid interest thereon, if any, to, but not including, the date such Working Capital Facility Offer is consummated (the “Working Capital Facility Offered Price”), in accordance with the procedures set forth in this Indenture;

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(3) if the aggregate Working Capital Facility Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the Working Capital Facility Payment Amount, Notes to be purchased shall be purchased on a pro rata basis based on the percentage of the aggregate principal outstanding amount of Notes held by each such Holder to the total aggregate principal amount of Notes tendered by all Holders pursuant to the terms hereof; and

(4) upon completion of such Working Capital Facility Offer in accordance with the foregoing provisions, the amount of Excess Working Capital Proceeds with respect to which such Working Capital Facility Offer was made shall be deemed to be zero.

(b) To the extent that the sum of the aggregate Working Capital Facility Offered Price of Notes tendered pursuant to a Working Capital Facility Offer is less than the Working Capital Facility Payment Amount relating thereto (such shortfall constituting a “Working Capital Facility Excess”), the Parent or the Issuer may use the Working Capital Facility Excess, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture.

(c) The Parent and the Issuer, as applicable shall comply with applicable tender offer rules, including, if applicable, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Working Capital Facility Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.07(c), Parent and the Issuer, as applicable shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.07(c) by virtue of this compliance. The Parent’s and the Issuer’s obligation to make a Working Capital Facility Offer shall be satisfied if a third party makes the offer in the manner and at the times otherwise in compliance with the requirements herein.

SECTION 4.08. Limitations on Restricted Payments.

(a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

(1) a Default shall have occurred and be continuing or shall occur as a consequence thereof;

(2) the amount of such Restricted Payment (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors), when added to the aggregate amount of all other Restricted Payments made after the Initial Issue Date (other than Restricted Payments made pursuant to clauses (2), (3) or (4) of Section 4.08(b)), shall exceed $2.5 million (the “Restricted Payments Basket”).

(b) The foregoing provisions, which shall be given independent effect in whole or in part, shall not prohibit:

(1) the payment by the Parent or any Restricted Subsidiary of any dividend within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture;

(2) the redemption of any Equity Interests of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or of a substantially concurrent capital contribution to the Parent; provided that any proceeds from the issuance and sale of such Qualified Equity Interests shall be excluded from the calculation of the Restricted Payments Basket;

(3) the redemption of Subordinated Indebtedness of the Parent or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.06 and the other terms of this Indenture or (c) in connection with an Asset Sale to the extent required by the agreement governing such Subordinated Indebtedness, but only if the Parent or the Issuer shall have complied with Section 4.09 and purchased all Notes validly tendered pursuant to the relevant offer prior to

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redeeming such Subordinated Indebtedness; provided that any proceeds from the issuance and sale of such Qualified Equity Interests shall be excluded from the calculation of the Restricted Payments Basket;

(4) repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants and other similar rights to acquire Equity Interests if the Equity Interests represent a portion of the exercise price thereof, or payments made pursuant to the “Buy-In” provisions of the Warrants (or any successor warrants thereto) issued on the Initial Issuance Date;

(5) payment to holders of Warrants upon the exercise of the Warrants;

(6) payments to holders of fractional common shares of the Parent resulting from a reverse stock split or a stock consolidation of the common shares of the Parent; or

(7) payments on the Shareholder Claim in a manner consistent with the Effective Reorganization Plan.

SECTION 4.09. Limitations on Asset Sales.

The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

(2) at least 80% of the total consideration in such Asset Sale consists of cash or Cash Equivalents.

For purposes of clause (2), the following shall be deemed to be cash.

(a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness), accounts payable and accrued expenses of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and, in the case of any such Indebtedness, with respect to which the Parent or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness, and, in the case of any such accounts payable and accrued expenses, that are paid in full, satisfied or discharged within 90 days of such assumption;

(b) the amount of any notes, obligations or securities received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash actually so received); and

(c) the Fair Market Value of (i) any fixed assets (other than securities) received by the Parent or any Restricted Subsidiary to be used by it in a Permitted Business, (ii) Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Parent or a Restricted Subsidiary or (iii) a combination of (i) and (ii); provided that if the assets that were the subject of such Asset Sale constituted Collateral, then such additional assets shall be pledged at the time of their acquisition to the Collateral Agent as Collateral for the benefit of the Holders, subject to Permitted Liens and the terms of the Security Documents.

If at any time any non-cash consideration received by the Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09.

If the Parent or any Restricted Subsidiary engages in an Asset Sale (other than a sale of Auction Rate Securities), the Parent or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, (i) with respect to all Asset Sales consummated through a Sale Leaseback Transaction or the sale of real property or improvements thereon (collectively, “Real Estate Sales”), apply up to 50% of the first $10 million of Net Available Proceeds therefrom and 20% of any remaining Net

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Available Proceeds in excess of $10 million therefrom and (ii) in all other Asset Sales (“Non Real Estate Sales”) apply up to 20% of the Net Available Proceeds therefrom, in excess of $2.5 million, in the aggregate in any fiscal year (A) to invest (or enter into a definitive agreement to invest) such part of the Net Available Proceeds thereof in fixed assets to be used by the Parent or any Restricted Subsidiary in a Permitted Business, (B) to pay interest expense, operating expense or otherwise fund operations, (C) for capital expenditures, or (D) for a combination of (A), (B) and (C).

To the extent Net Available Proceeds consist of proceeds from the sale of accounts receivable or inventory of the Parent or any Restricted Subsidiary, the Parent or the Restricted Subsidiary, as applicable, may apply such proceeds required to be paid (to the extent actually paid) under the Working Capital Facility arising as a result of such Asset Sale to satisfy all mandatory repayment obligations in respect of Indebtedness made thereunder supported by a borrowing base composed of accounts receivable and/or inventory, provided that, in the case of any such repayment under the Working Capital Facility, such payment shall result in a permanent reduction in the availability and/or commitments under the Working Capital Facility.

The amount of Net Available Proceeds not applied or invested as provided in this paragraph for Asset Sales will constitute “Excess Proceeds.”

The Parent or the Issuer shall make an Offer to Purchase from all Holders, in an aggregate principal amount of Notes equal to the amount of such Excess Proceeds as follows:

(1) the Parent or the Issuer shall make an Offer to Purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in this Indenture the maximum principal amount of Notes that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds and each Holder may tender, in accordance with the procedures set forth in this Indenture, a principal amount of Notes up to the Payment Amount;

(2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to, but not including, the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture;

(3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the Payment Amount, Notes to be purchased shall be purchased on a pro rata basis based on the percentage of the aggregate principal outstanding amount of Notes held by such Holder to the total aggregate principal amount of Notes tendered by all Holders pursuant to the terms hereof; and

(4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Excess”), the Parent or the Issuer may use the Net Proceeds Excess, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture.

The Parent and the Issuer shall comply with applicable tender offer rules, including, if applicable, the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Parent and the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of this compliance. The Parent’s and the Issuer’s obligation to make a Net Proceeds Offer shall be satisfied if a third party makes the offer in the manner and at the times otherwise in compliance with the requirements herein.

SECTION 4.10. Limitations on Transactions with Affiliates.

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(a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction, is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and

(2) the Parent or the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction involving aggregate payments or value in excess of $5 million in any fiscal year, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the Independent Directors approving such Affiliate Transaction; and

(b) with respect to any Affiliate Transactions consummated in one transaction or a series of related transactions and involving aggregate payments or value in excess of $10.0 million in any fiscal year, the certificates described in the preceding clause (a) and a written opinion as to the fairness of such Affiliate Transaction to the Parent, or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor to the Board of Directors of the Parent or the Issuer.

(b) The foregoing restrictions shall not apply to:

(1) transactions between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; and

(2) transactions implemented pursuant to the Effective Reorganization Plan.

(c) The restrictions set forth in subsection 4.10(a)(2) above shall not apply to:

(1) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans and reimbursement or advancement of out-of-pocket expenses, and director’s and officer’s liability insurance) and indemnification arrangements, in each case approved by the Board of Directors;

(2) the granting and performance of registration rights;

(3) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments;

(4) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity and none of the other holders of equity interest of such entity is an Affiliate of the Parent or any Restricted Subsidiary;

(5) (a) any transaction with an Affiliate where the only consideration paid by the Parent or any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests;

(6) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; and

(7) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Parent or any of its Subsidiaries, where such Affiliates receive the same consideration as non-Affiliates in such transaction.

(d) The Issuer represents and confirms that the transactions set forth on Schedule 4.10 hereto comply with subsection 4.10(a)(1) as of the Initial Issue Date.

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SECTION 4.11. Limitations on Liens.

The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) of any nature whatsoever against any assets of the Parent or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary), whether owned at the Initial Issue Date or thereafter acquired, which Lien secures Indebtedness.

SECTION 4.12. Conduct of Business.

The Parent shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

SECTION 4.13. Additional Note Guarantees.

If, after the Initial Issue Date, (a) the Parent or any Restricted Subsidiary shall acquire or create another Subsidiary (other than a Foreign Subsidiary or a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary or (c) any Foreign Subsidiary guarantees any Indebtedness of the Issuer or the Parent, then, in each such case, the Parent and the Issuer shall cause such Restricted Subsidiary to:

(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee;

(2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms; and

(3) execute and deliver to the Collateral Agent and the Trustee such amendments to the Security Documents and any agreements, instruments and other documents as may be reasonable required or advisable to grant the Collateral Agent, for the benefit of the Holders of the Notes, a perfected Lien on any assets owned by such Restricted Subsidiary or to establish and/or maintain the validity and effectiveness of this Indenture, the Notes or any of the Security Documents.

SECTION 4.14. Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.

The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on or in respect of its Equity Interests;

(b) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary; or

(c) transfer any of its assets to the Parent or any other Restricted Subsidiary;

except for:

(1) encumbrances or restrictions existing under or by reason of applicable law, regulation or order;

(2) encumbrances or restrictions existing under this Indenture, the Security Documents, the Notes and the Note Guarantees;

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(3) non-assignment or subletting provisions of any contract or any lease entered into in the ordinary course of business;

(4) restrictions relating to any Lien permitted under this Indenture that affects only property subject to such Lien;

(5) restrictions imposed on assets to be sold under any agreement to sell assets (including capital stock) permitted under this Indenture to any Person pending the closing of such sale;

(6) instruments governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

(7) any other agreement governing Indebtedness entered into after the Initial Issue Date that contains encumbrances and restrictions that are not in the good faith and reasonable judgment of the Parent’s or the Issuer’s Board of Directors, materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Initial Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Initial Issue Date;

(8) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business;

(9) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business;

(10) encumbrances on property at the time such property was acquired by the Parent, or any Restricted Subsidiary, so long as such restriction relates solely to the property so acquired;

(11) encumbrances or restrictions existing under agreements existing on the Initial Issue Date and as in effect on that date; and

(12) any encumbrances or restrictions imposed by any amendments, restatements, renewals, replacements, refundings or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above or any amendments, restatements, renewals, replacements, refundings or refinancings thereof; provided that such amendments, restatements, renewals, replacements, refundings or refinancings are not, in the good faith and reasonable judgment of the Parent’s or the Issuer’s Board of Directors, materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment, restatement, renewal, replacement, refunding or refinancing.

SECTION 4.15. Limitations on Designation of Unrestricted Subsidiaries.

(a) The Parent and the Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Parent as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(2) the Parent or the Issuer would be permitted to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant to the first paragraph of Section 4.08, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Parent’s proportionate interest in such Subsidiary on such date; and

(3) such Subsidiary so designated has total assets of $1,000 or less.

(b) No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

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(1) has no Indebtedness other than Non-Recourse Debt;

(2) owns no Capital Stock or Indebtedness of, or any Lien on any property of, the Parent or any Restricted Subsidiary;

(3) is a Person with respect to which neither the Parent nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Parent or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Parent or any Restricted Subsidiary.

(c) The Parent and the Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture.

(d) All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Parent or the Issuer, delivered to the Trustee, certifying compliance with the foregoing provisions.

SECTION 4.16. Limitations on Sale and Leaseback Transactions.

The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided that the Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1) the Parent or such Restricted Subsidiary could have (i) incurred the Indebtedness in the amount of the Attributable Indebtedness attributable to such Sale and Leaseback Transaction pursuant to Section 4.06 and (ii) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.11;

(2) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction; and

(3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Parent or the applicable Restricted Subsidiary applies the proceeds of such transaction in accordance with, Section 4.09.

SECTION 4.17. Maintenance of Properties; Compliance with Law.

(a) The Parent shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties used or useful in the conduct of their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted), and shall cause to be made all reasonably necessary repairs, renewals, replacements, necessary betterments and necessary improvements thereto, all as in the judgment of the Parent or the Issuer may be reasonably necessary so that the business carried on in connection therewith may be properly conducted, provided that nothing in this Section 4.17 shall prevent the Parent or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the reasonable judgment of the Parent or the Issuer, desirable in the conduct of the business of the Parent or any Restricted Subsidiary.

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(b) The Parent and the Issuer shall, and shall cause each of its Subsidiaries to, comply with all statutes, laws, ordinances or government rules and regulations to which they are subject, non-compliance with which would materially adversely affect the business, earnings, properties, assets or financial condition of the Parent and its Subsidiaries taken as a whole.

SECTION 4.18. Legal Existence.

Subject to Article Five, the Parent and the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Parent and its Restricted Subsidiaries; provided that the Parent and the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Parent or the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.19. After-Acquired Property.

Upon the acquisition by the Issuer or any Guarantor of any additional property (“After-Acquired Property”), the Issuer or such Guarantor, as the case may be, shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and provide such opinions of counsel as shall be reasonably necessary to vest in the Collateral Agent a perfected security interest, subject only to Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

SECTION 4.20. Further Instruments and Acts.

As specifically required under this Indenture, or upon request of the Trustee or the Collateral Agent, the Parent and each of its Subsidiaries will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 4.21. Impairment of Security Interest.

The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Collateral Agent and the Holders of the Notes, except with respect to actions permitted under this Indenture. Neither Parent nor the Issuer shall amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders of the Notes in any material respect, except as set forth in Article 10 or as permitted under Article 8.

SECTION 4.22. Future Pledges of Collateral to Secure PIK Interest.

The Security Documents shall provide that the Holders of Notes shall, automatically and without further action, become the beneficiaries of the pledges of property and assets to the Collateral Agent pursuant to the Security Documents to the extent of any PIK Notes issued as payment of PIK Interest on the Notes and any increase in the principal amount of Notes as a result of a PIK Payment and, in each case, related Guarantees thereof.

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SECTION 4.23. Massachusetts Securities Corporation.

Notwithstanding any other provision of this Article IV, (a) neither the Issuer nor any Guarantor shall permit General Scanning Securities Corp. or any of their Subsidiaries that are Massachusetts securities corporations to create, incur, assume or suffer to exist any Liens or any Indebtedness, consummate any Asset Sale (other than (i)in compliance with Section 4.09 or 5.01 or (ii) dispositions to the Issuer or a Guarantor or in connection with the sale and purchase of Investments), make any Investments or engage in any other business operations, other than Investments set forth in clause (4) of the definition of “Permitted Investments”, in each case in accordance with Massachusetts General Laws Chapter 63, § 38B and, in addition, (b) neither the Issuer nor any Guarantor shall permit General Scanning Securities Corp. or any of their respective Subsidiaries that are Massachusetts securities corporations to engage in any business other than (i) investing in assets and securities of all kinds, including but not limited to debt securities and securities sold in transactions originated by it or its manager and (ii) other activities required by law to maintain tax advantaged status under Massachusetts General Laws Chapter 63, § 38B.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Limitations on Mergers, Amalgamations, Consolidations, Etc.

Neither the Parent nor the Issuer shall, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate, amalgamate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

(1) either:

(a) the Issuer or the Parent will be the surviving or continuing Person; or

(b) the Person formed by or surviving such consolidation, amalgamation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation organized and existing under the laws of any State of the United States of America, the District of Columbia and the Successor expressly assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Notes and this Indenture;

(2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing;

(3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Issuer or Parent, as the case may be, or the Successor, would be at least equal to the Consolidated Net Worth of the Issuer immediately prior to such transaction; and

(4) the Issuer or Parent shall have delivered to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

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For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer or the Parent, as the case may be, immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Except as provided in Section 10.04, neither Issuer nor any Guarantor may consolidate or amalgamate with or merge with or into another Person, unless:

(A) either:

(i) the Issuer or such Guarantor will be the surviving or continuing Person; or

(ii) the Person formed by or surviving any such consolidation, amalgamation or merger is the Issuer or another Guarantor or assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer or such Guarantor under the Note Guarantee of such Guarantor and this Indenture; and

(B) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation, combination, amalgamation or merger of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or amalgamated or the Person to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, the Issuer’s or such Guarantor’s other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable.

The foregoing provisions (other than clause (B)) shall not apply to any transaction or series of transactions which constitute an Asset Sale if Parent or Issuer has complied with the covenant described under Section 4.09.

Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than the Issuer) may consolidate with, merge or amalgamate with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to the Issuer or a Guarantor and (ii) any Restricted Subsidiary that is neither a Guarantor nor the Issuer may consolidate with, merge or amalgamate with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Restricted Subsidiary that is not a Guarantor or the Issuer.

SECTION 5.02. Successor Person Substituted.

Upon any consolidation or merger, or any transfer of all or substantially all of the assets of the Parent or any Restricted Subsidiary in accordance with Section 5.01, the successor entity formed by such consolidation or into which the Parent or such Restricted Subsidiary is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Parent, or such Restricted Subsidiary under this Indenture with the same effect as if such successor entity had been named as the Parent or such Restricted Subsidiary herein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes.

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ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following shall be an “Event of Default:”

(1) failure by the Issuer to pay interest (whether in cash or in the form of PIK Notes or an increase in the principal amount of Notes as a result of a PIK Payment or otherwise) on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay to Holders the principal on or any other amount (other than interest) in respect of any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise, including pursuant to any offer to purchase in connection with an Asset Sale or Section 4.07;

(3) failure by the Issuer to comply with Section 5.01, or an offer to redeem or repurchase the Notes, if required, upon an Asset Sale or pursuant to Section 4.07;

(4) failure by Parent or the Issuer to comply with any other agreement or covenant in this Indenture or Security Documents and continuance of this failure for 45 days (other than Section 4.02 which shall be 60 days) after notice of the failure has been given to the Issuer by the Trustee, by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding or by the beneficial owners of at least 25% of the aggregate principal amount of the Notes then outstanding; provided, however, that notice from the beneficial owners pursuant to this Section 6.01(4) shall be deemed proper only if, and as of such date, the Issuer has received such information and certifications (including from the Holder of the Note or any Agent Member) reasonably necessary to determine that the person(s) providing such notice are beneficial owners of such Notes (for purposes of this Section 6.01(4), the term “beneficial owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act); or

(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Parent or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Initial Issue Date, which default:

(a) is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof, or

(b) that has resulted in the acceleration of such Indebtedness prior to its express final maturity, and

in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a) or (b) has occurred and is continuing, aggregates $10.0 million or more;

(6) one or more judgments or orders that exceed $10.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Parent or any Restricted Subsidiary and such judgment or judgments have not been satisfied, discharged, bonded (by providing insurance, letters of credit or other financial assurance), stayed or stayed pending appeal, annulled or rescinded within 60 days of being entered;

(7) the Issuer, the Parent or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

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(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer, the Parent or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer, the Parent or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Parent or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer, the Parent or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days;

(9) any Note Guarantee of any Significant Subsidiary or the Parent ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the Note Guarantee); or

(10)

(a) the repudiation or disaffirmation by the Issuer or any Guarantor of its obligations under any of the Security Documents;

(b) the determination in a judicial proceeding that any of the Security Documents is unenforceable or invalid against the Issuer or any Guarantor for any reason with respect to any material portion of the Collateral; or

(c) any Security Document shall cease to be in full force and effect (other than in accordance with the terms of the applicable Security Document and the Indenture), or cease to be effective to grant the Collateral Agent a perfected Lien on the Collateral to the extent required thereby and with the priority purported to be created thereby, in each case under this clause (10)(c), with respect to any material portion of the Collateral.

Without limiting the right to impose Reporting Default Interest, for the avoidance of doubt, a Reporting Default does not constitute an Event of Default.

SECTION 6.02. Acceleration and Default Rate.

If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01), shall have occurred and be continuing, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes, plus the Default Rate, shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on such acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration if (a) the rescission would not conflict with any order or decree, (b) the Issuer has paid or deposited with the Trustee a sum sufficient to pay all principal, premium or interest (including additional interest) that has become due otherwise than by such declaration of acceleration, all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.07 and (c) all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs, all outstanding Notes shall become due and payable without any further action or notice. No such rescission shall affect any subsequent default or impair any right consequent thereon.

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SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Security Documents and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Issuer.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

Subject to Sections 6.02, 6.09 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes, other than (a) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest or additional interest on, any Note, (b) a Default or Event of Default described in clause (7) or (8) of Section 6.01, or (c) any Default or Event of Default in respect of any provision of this Indenture or the Notes which, under Section 8.02, cannot be modified or amended without the consent of the Holder of each outstanding Note affected. This Section 6.04 (together with Section 2.11) shall be in lieu of Section 316(a)(1)(B) of the TIA and such of Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

SECTION 6.05. Reporting Default.

(a) Each of the following shall constitute a “Reporting Default”:

(1) the failure of the Restatement Date to have occurred on or prior to [six months from the Effective Date]             , 2010]; and

(2) the failure of the Parent’s common shares to be listed on an Eligible Market. As used herein, “Eligible Market” means The NASDAQ Global Select Market, The NASDAQ Global Market, the NYSE Amex Equities, or The New York Stock Exchange, Inc.

(b) As of the first day on which the Reporting Default has occurred and for as long as such Reporting Default is continuing, the Notes shall accrue Reporting Default Interest. A Reporting Default shall no longer be deemed to be continuing on the earlier date on which:

(1) the Restatement Date occurs and the Parent’s common shares are listed on an Eligible Market; and

(2) the following have occurred (i) a Form 25 with respect to the Parent’s common shares has been filed with the applicable Eligible Market delisting the Parent’s common shares from such Eligible Market and (ii) the Parent has filed a Form 15 with the SEC to deregister its common shares under Section 12(g) of the Exchange Act and to suspend its reporting obligations under Section 15(d) of the Exchange Act.

SECTION 6.06. Control by Majority.

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The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture or any Security Document. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or any Security Document or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may result in costs and expenses of the Trustee for which it has no source of payment or recovery or involve it in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. This Section 6.06 shall be in lieu of Section 316(a)(1)(A) of the TIA and such of Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

SECTION 6.07. Limitation on Suits.

No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee:

(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

(2) has been offered indemnity satisfactory to it in its reasonable judgment; and

(3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of Section 6.01).

SECTION 6.08. No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor will have any liability for any obligations of the Issuer or any Guarantor under the Notes or this Indenture or of any Guarantor under its Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

SECTION 6.09. Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, or premium, if any, and interest of the Note on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

SECTION 6.10. Collection Suit by Trustee.

If an Event of Default in payment of principal or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent

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that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate set forth in the Notes.

SECTION 6.11. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings.

SECTION 6.12. Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall, subject to any payment priorities awarded to Working Capital Obligations, pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

THIRD: to the Issuer or, to the extent the Trustee collects any amount directly from any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.12.

SECTION 6.13. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.09 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

SECTION 6.14. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or any Security Document and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be

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restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(2) The Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms hereof.

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee.

(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against any loss, liability, expense or fee.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer and the Parent. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provision of the TIA.

SECTION 7.02. Rights of Trustee.

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Subject to Section 7.01:

(1) The Trustee may conclusively rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 11.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.

(5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(6) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(1) or 6.01(2) or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge. In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid.

(7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Security Document, and may refuse to perform any duty or exercise any such rights or powers, unless it shall have been provided reasonable security or indemnity satisfactory to it against the cost, expenses and liabilities which may be incurred by it in connection with such exercise of its rights or powers.

(8) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney, at the sole cost of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation other than as a result of the Trustee’s gross negligence or willful misconduct. Except with respect to Sections 4.01, 4.02 (subject to paragraph 12 below) and 4.04, the Trustee shall have no duty to inquire as to the performance of the Issuer’s and the Guarantors’ covenants set forth herein.

(9) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(10) The permissive rights of the Trustee to do things enumerated in this Indenture or any Security Document shall not be construed as duties hereunder.

(11) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(12) Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as which the Trustee is entitled to rely exclusively on the Officers’ Certificate).

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(13) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(14) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(15) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with either the Issuer or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Security Documents, the Notes or any Guarantee, it shall not be accountable for the Issuer’s or any Guarantor’s use of the proceeds from the sale of Notes or any money paid to the Issuer or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for the use or application of money received by any Paying Agent other than the Trustee. The Trustee shall not be responsible for any statement in the Notes, Note Guarantee, this Indenture, the Security Documents or any other document in connection with the issuance of the Notes other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as a committee of its responsible officers in good faith determines that the withholding of such notice is in the interests of the Holders.

SECTION 7.06. Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after May 15 of any year, commencing May 15, 2009, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1) to all Holders of Notes, as the names and addresses of such Holders appear on the Registrar’s books; and

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(2) to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on which the Notes are listed. The Issuer shall promptly notify the Trustee, and in any event within 10 Business Days, when the Notes are listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity.

The Issuer and the Guarantors shall pay to the Trustee and Agents from time to time reasonable compensation for their services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Issuer and the Guarantors shall reimburse the Trustee and Agents upon request for all out-of-pocket disbursements, expenses and advances incurred or made by them in connection with their duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors shall jointly and severally indemnify each of the Trustee and any predecessor Trustee and each of the Agents for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Issuer and the Guarantors in writing promptly of any claim asserted against and received by the Trustee or Agent for which it may seek indemnity. However, the failure by the Trustee or Agent to so notify the Issuer and the Guarantors shall not relieve the Issuer and Guarantors of their obligations hereunder except to the extent the Issuer and the Guarantors are prejudiced thereby.

Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability determined to have been caused by the Trustee through its own negligence, bad faith or willful misconduct. To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on particular Notes. The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

The Trustee may resign by so notifying the Issuer and the Guarantors in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Issuer and the removed Trustee in writing and may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld. The Issuer may remove the Trustee at its election if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

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(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. If a Trustee is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Trustee incurred in the administration of the trust or in performing the duties hereunder shall be paid to the Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Issuer, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately following such delivery, the retiring Trustee shall, subject to its rights and receipt of any amounts due under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1) and (2) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $100,000,000 as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b), including the provision in § 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Issuer.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12. Paying Agents.

The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Issuer or by any obligor on the Notes) in trust for the benefit of Holders or the Trustee;

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(B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(C) that it will give the Trustee written notice within three (3) Business Days of any failure of the Issuer (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

ARTICLE EIGHT

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. Without Consent of Holders.

Without prior notice to or consent of any Holder, (i) the Parent, the Issuer and the Trustee may amend, waive or supplement this Indenture, the Note Guarantees or the Notes and (ii) the Parent, the Issuer and the Collateral Agent may amend, waive or supplement the Security Documents:

(1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to cure any ambiguity, defect, mistake or inconsistency, so long as the effect thereof is not materially adverse, taken as a whole, to the Holders;

(4) to add Note Guarantees with respect to the Notes or to secure the Notes;

(5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (solely to the extent permitted by this Indenture);

(6) to qualify or maintain the qualification of this Indenture under the TIA; or

(7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes;

(8) to provide additional assets as Collateral;

(9) to release Collateral from the Liens pursuant to the Indenture or the Security Documents when permitted or required by the Indenture or the Security Documents; or

(10) in the case of the Security Documents, as expressly provided in Section 10.06(b) hereof.

The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

SECTION 8.02. With Consent of Holders.

This Indenture or the Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, this Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in aggregate principal amount of the

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Notes then outstanding; provided that, without the consent of each Holder affected, no amendment or waiver may:

(1) reduce, or change the maturity of, the principal of any Note;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) change the date on which any Notes are subject to redemption;

(4) make any Note payable in money or currency other than that stated in the Notes;

(5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

(6) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver to this Indenture or the Notes;

(7) impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes;

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except as otherwise permitted by this Indenture, release all or a material portion of the Collateral or subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Holders;

(9) make any change to the provisions of the Indenture or any Security Document dealing with the application of proceeds of the Collateral, in each case, that would adversely affect the Holders; or

(10) make any change in this Section 8.02.

After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver.

Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

The Parent and the Issuer shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of their terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waiver or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 8.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Note is a continuing consent conclusive and binding upon such Holder and every subsequent

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Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note, if the Trustee receives the written notice of revocation before the date the amendment, supplement, waiver or other action becomes effective.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

After an amendment, supplement, waiver or other action becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (10) of Section 8.02. In that case the amendment, supplement, waiver or other action shall bind each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.

SECTION 8.05. Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Issuer) shall request the Holder of the Note (in accordance with the specific written direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue, the Guarantors shall endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.06. Trustee To Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be provided with and, subject to Section 7.01, shall be fully protected in relying conclusively upon an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters required by Sections 11.04 and 11.05, that such amendment, supplement or waiver is authorized or permitted by this Indenture and all conditions precedent required hereunder to such amendment, supplement or waiver have been satisfied.

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

The Issuer may terminate its obligations and the obligations of the Issuer and the Guarantors under the Notes, the Security Documents, the Note Guarantees and this Indenture, except the obligations referred to in the last paragraph of this Section 9.01, if the Parent or the Issuer has paid or caused to be paid all sums payable by it under this Indenture, and

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(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Parent or the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation, or

(2)

(a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable at the maturity date, within one year or (iii) have been or are to be called for redemption within one year pursuant to paragraph 7 of the Notes, and, in the case of (i), or (ii), or (iii), the Parent or the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, or

(b) the Parent or the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, if required by the Trustee, the Parent or the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with.

After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s, and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified below.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Sections 7.07, 9.07 and 9.08 shall survive such satisfaction and discharge.

SECTION 9.02. Legal Defeasance.

The Issuer may at its option, by Board Resolution, be discharged from its obligations with respect to the Notes and the Guarantors discharged from their obligations under the Note Guarantees on the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Notes to receive payments in respect of the principal of and interest on such Notes when such payments are due solely from the trust funds described in Section 9.04 and as more fully set forth in such Section, (B) the Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2,11, 2.12 and 4.18, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and (D) this Article Nine. Subject to compliance with this Article Nine, the Issuer may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 with respect to the Notes.

SECTION 9.03. Covenant Defeasance.

At the option of the Issuer, pursuant to a Board Resolution, (x) the Issuer and the Guarantors shall be released from their respective obligations under Sections 4.02 (except for obligations mandated by the TIA), 4.05 through 4.17, inclusive, 4.19 and clause (3) of the first paragraph of Section 5.01 and (y) Section 6.01(4), (5), (6) and (9) shall no longer apply with respect to the outstanding Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”). For this

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purpose, such Covenant Defeasance means that the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other provision herein or in any other document, but the remainder of this Indenture and the Notes shall be unaffected thereby.

SECTION 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes:

(1) the Issuer must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes,

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date hereof, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to (x) such deposit, (y) similar contemporaneous deposits to redeem or defease other Indebtedness and (z) costs related thereto),

(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute (a) a Default under this Indenture or (b) a default under any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to (x) such deposit, (y) similar contemporaneous deposits to redeem or defease other Indebtedness and (z) costs related thereto),

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes have been complied with as required by this Indenture.

If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuer’s obligations and the obligations of Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.

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All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer, and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03, as the case may be; provided that if the Issuer or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuer or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. The Issuer’s and each Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of any of their obligations is rescinded or must otherwise be returned by the Trustee, the Collateral Agent or any other Person upon the insolvency, bankruptcy or reorganization of the Issuer, a Guarantor or otherwise, all as though such payment had not been made.

SECTION 9.07. Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Issuer, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.04, to the Issuer (or, if such moneys had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 9.08. Moneys Held by Trustee.

Subject to applicable law, any moneys deposited with the Trustee or any Paying Agent or then held by the Issuer or the Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for one year after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall be repaid to the Issuer (or, if appropriate, the Guarantors), or if such moneys are then held by the Issuer or the Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the

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Issuer and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the

Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Issuer and the Guarantors, either mail to each Holder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.04, or cause to be published once in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Issuer (or, if appropriate, the Guarantors). After payment to the Issuer or the Guarantors or the release of any money held in trust by the Issuer or any Guarantors, as the case may be, Holders entitled to the money must look only to the Issuer and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person.

The Trustee shall promptly and, in any event, no later that five (5) Business Days, pay to the Issuer (or if appropriate, the Guarantors) after request therefore any excess money held in respect of the Notes at such time in excess of the amounts required to pay any of the Issuer’s Obligations then owing with respect to the Notes.

ARTICLE TEN

GUARANTEE OF NOTES AND SECURITY DOCUMENTS

SECTION 10.01. Guarantee.

Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each a “Note Guarantee” and collectively the “Note Guarantees”) to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations with respect to the Notes, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note, this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor.

Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

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SECTION 10.02. Execution and Delivery of Guarantee.

To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee, substantially in the form included in Exhibit C hereto, shall be endorsed on each Note authenticated and delivered by the Trustee and such Note Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor’s Note Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03. Limitation of Guarantee.

The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of the Issuer or such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of the Issuer or such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. This Note Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the obligations of the Guarantors is rescinded or must otherwise be returned by the Collateral Agent or any other Person upon the insolvency, bankruptcy or reorganization of the Issuer, a Guarantor or otherwise, all as though such payment had not been made.

SECTION 10.04. Release of Guarantor.

Guarantor shall be released from its obligations under its Note Guarantee and its obligations under this Indenture:

(1) in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of such Guarantor then held by the Restricted Subsidiaries, in each case in accordance with the terms of this Indenture; or

(2) if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when such Guarantor first ceases to be a Restricted Subsidiary, respectively; or

(3) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, accrued and unpaid interest on the Notes and all other Obligations that are then due and payable;

and in each such case, the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder.

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The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

SECTION 10.05. Waiver of Subrogation.

Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Issuer’s or such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Notes on account of such claim or other rights. If any amount shall be paid to the Issuer’s or any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the Issuer or such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits.

SECTION 10.06. Collateral and Security Documents.

(a) The full and punctual payment of principal of and interest on the Notes (including any interest that accrues or would accrue, but for the filing of a case pursuant to the provisions of the Bankruptcy Code, together with any post-petition interest in either case, whether or not such interest is allowed as a claim in bankruptcy) and amounts due hereunder under the Note Guarantees when due, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, and interest on the Notes, and the performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Collateral Agent or the Trustee under this Indenture, the Security Documents and the Notes shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes, subject to the subordination of only those Liens and security interests as to accounts receivable, inventory, general intangibles related to accounts receivable and inventory, and proceeds thereof of the Parent and the Restricted Subsidiaries to the Working Capital Facility Security, pursuant to the terms of a subordination agreement reasonably satisfactory to the Holders and containing customary terms, including standstill and payment blockage provisions which are subject to customary limitations. The Trustee, the Issuer and the Guarantors each hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture. The Issuer shall deliver to the Trustee (if the Trustee is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.06 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Each of the Issuer and Parent shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Trustee and the Holders, and with respect only as to accounts receivable, inventory, general intangibles related to accounts receivable and inventory, and proceeds thereof of the Parent and the Restricted Subsidiaries, junior in priority to any and all Liens and security interests at any time granted in the Collateral to secure the Working Capital Facility Obligations. The

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Issuer and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance.

(b) Notwithstanding the foregoing, the Equity Interest and other securities of any Subsidiary of the Parent will constitute Collateral securing the Notes only to the extent that such Equity Interest and securities can secure such Notes, without Rule 3-16 of Regulation S-X (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);

(1) in the event that Rule 3-16 of Regulation S-X requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds of Subsidiary’s Equity Interest or other securities secure the Notes, then such Equity Interest or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the security interests of the Collateral Agent on the shares of Equity Interest and other securities that are so deemed to no longer constitute part of the Collateral; and

(2) in the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two thirds of, such Subsidiary’s Equity Interest and other securities to secure the Notes, without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interest and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Equity Interest and other securities.

Notwithstanding the foregoing, if at any time neither the Parent nor the Issuer is required by law or contract to file reports with the SEC, and in lieu of filing such reports with the SEC shall post its reports on its website in accordance with Section 4.02, then during the period that neither the Parent nor the Issuer is required to file such reports with the SEC, this Section 10.06(b) shall not operate so as to cause the Equity Interest of a Subsidiary to be excluded from the Collateral.

SECTION 10.07. Recordings and Opinions.

To the extent required by TIA § 314(b), the Issuer shall furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent ), on or before the time when the Parent is required to provide annual reports pursuant to Section 4.02 with respect to the preceding fiscal year, an Opinion of Counsel:

(1) stating substantially to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and re-filings of this Indenture, the Security Documents and all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens of this Indenture or any Security Documents in the Collateral and reciting with respect to the security interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given; or

(2) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien under this Indenture and the Security Documents.

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Notwithstanding the foregoing, if the Issuer is not required by TIA §314(b) to provide such Opinion of Counsel, the Issuer shall nevertheless provide the same in a manner such that the Trustee receives it not less than once every two years.

SECTION 10.08. Release of Collateral.

(a) Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in connection with a sale of Collateral in accordance with the terms of Section 4.09 (i) upon the request of the Parent or the Issuer pursuant to an Officers’ Certificate certifying that all terms for release and conditions precedent hereunder and under the applicable Security Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture that authorizes such release or (ii) on the terms set forth in the Security Documents and pursuant to or in connection with a transaction permitted under this Indenture. To the extent any action on the part of the Trustee is required to effectuate any release of any Lien on any Collateral the Trustee shall release, and shall give any necessary consent, waiver or instruction to the Collateral Agent, to release (at the sole cost and expense of the Issuer) (i) all Collateral that is contributed, sold, leased conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease conveyance, transfer or other disposition is or will be in accordance with the provisions of this Indenture, including without limitation, Section 4.09 of this Indenture and that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Holders pursuant to Article 8 hereof, (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the payment in full of all obligations of the Issuer with respect to principal or interest on the Notes and any and all Obligations outstanding, due and payable under this Indenture at the time the Notes are prepaid in full; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 10.04 hereof. Upon receipt of such Officers’ Certificate, an Opinion of Counsel and any other opinions or certificates required by this Indenture and the TIA, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted or required to be released pursuant to this Indenture and the Security Documents.

(b) The Trustee may release Collateral from the Lien and security interest created by this Indenture and the Security Documents upon the sale or disposition of Collateral in accordance with the provisions of this Indenture, including without limitation, Section 4.09 of this Indenture or the subjecting of any Collateral to the Lien securing Indebtedness pursuant to the Trustee’s powers, rights and duties with respect to remedies provided under any of the Security Documents.

(c) The release of any Collateral from the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Parent or the Issuer shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care.

(d) No collateral shall be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless there shall have been delivered to the Trustee the certificates required by this Section 10.08.

SECTION 10.09. Permitted Releases Not to Impair Lien.

The release of any Collateral from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral or Liens are

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released pursuant to the applicable Security Documents and the terms of this Indenture, including without limitation this Article 10.

SECTION 10.10. Certificates of the Trustee.

In the event that the Parent or the Issuer wishes to release Collateral in accordance with this Indenture and the Security Documents at a time when the Trustee is not itself also the Collateral Agent, and the Parent or the Issuer has delivered the certificates and documents required by the Security Documents and Section 10.08 hereof, the Trustee will determine whether the Parent and the Issuer have complied with any and all applicable provisions of this Indenture and the Security Documents and received all documentation required by TIA §314(d) in connection with such release and, based on such determination, will deliver a certificate to the Collateral Agent setting forth such determination.

SECTION 10.11. Suits to Protect the Collateral.

Subject to the provisions of Article 7 hereof, the Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it deems necessary or appropriate in order to:

(1) enforce any of the terms of the Security Documents; and

(2) collect and receive any and all amounts payable in respect of the guaranteed obligations of the Issuer hereunder.

Subject to the provisions of the Security Documents, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Liens on the Collateral or be prejudicial to the interests of the Holders or the Trustee).

SECTION 10.12. Authorization of Receipt of Funds by the Trustee Under the Security Documents.

The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

SECTION 10.13. Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 10 to be sold be under any obligation to ascertain or inquire into the authority of the Parent or the Issuer to make any such sale or other transfer.

SECTION 10.14. Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 10 upon the Parent or the Issuer with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Parent or the Issuer or of

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any officer or officers thereof required by the provisions of this Article 10; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

SECTION 10.15. Trustee and Collateral Agent.

(a) The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agent as necessary in its sole discretion. In the event the Trustee and the Collateral Agent shall at any time not be the same Person, the Collateral Agent shall take such actions under the Security Documents as are requested by the Trustee and as are not inconsistent with or contrary to the provisions of any Security Document. Except as otherwise explicitly provided herein or in the Security Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its or their own willful misconduct, gross negligence or bad faith.

(b) Each of the Trustee and the Collateral Agent is authorized and directed to:

(1) enter into the Security Documents;

(2) bind the Holders on the terms as set forth in the Security Documents; and

(3) perform and observe its obligations under the Security Documents; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control.

SECTION 10.16. Interest Act (Canada) Compliance.

For the purposes of the Interest Act (Canada), any rate of interest made payable under the terms of this agreement at a rate or percentage (the “Contract Rate”) for any period that is less than a consecutive 12 month period, such as a 360 or 365 day basis, (the “Contract Rate Basis”) is equivalent to the yearly rate or percentage of interest determined by multiplying the Contract Rate by a fraction, the numerator of which is the number of days in the consecutive 12 month period commencing on the date such equivalent rate or percentage is being determined and the denominator of which is the number of days in the Contract Rate Basis.

SECTION 10.17. Judgment Currency.

(a) If, for the purpose of obtaining or enforcing judgment against a Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 10.17 referred to as the “Judgment Currency”) an amount due in United States Dollars under this agreement, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding:

(i) the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of New Brunswick or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(ii) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this

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Section 10.17(a)(ii) being hereinafter in this Section 10.17 referred to as the “Judgment Conversion Date”).

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 10.17(a)(ii), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the relevant Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of United States Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(c) Any amount due from a Guarantor under the provisions of Section 10.17(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this agreement.

(d) The term “rate of exchange” in this Section 10.17 means the noon rate of exchange of the Judgment Currency into United States Dollars published by The Bank of New York Mellon for the day in question.

ARTICLE ELEVEN

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.02. Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in person, sent by facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

If to the Issuer or any Guarantor:

EXCEL TECHNOLOGY CORPORATION

125 Middlesex Turnpike

Bedford, Massachusetts 01730

Attention: Chief Financial Officer

Fax Number: 781-266-5115

With a copy to:

WILSON SONSINI GOODRICH & ROSATI LLP

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1301 Avenue of the Americas

40th Floor

New York, New York 10019-6022

Attention: Robert D. Sanchez, Esq.

Fax Number: 212-999-5899

and

BROWN RUDNICK LLP

One Financial Center

Boston, Massachusetts 02111

Attention: William R. Baldiga, Esq.

Fax Number: 617-856-8201

If to the Trustee:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

222 Berkeley Street, 2nd Floor

Boston, Massachusetts 02116

Attention: Vaneta Bernard

Fax Number: 617-351-2401

Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture.

The Issuer, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed by first-class mail, postage prepaid, to the Holder’s address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

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Upon any request or application by the Issuer or any Guarantor to the Trustee to take any action or refrain from taking any action under this Indenture (other than the authentication of the Notes on the Initial Issuance Date), the Issuer or such Guarantor shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.05. Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Issuer or any Guarantor with a condition or covenant provided for in this Indenture (other than the Officers’ Certificate required by Section 3.01 or 4.04) shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture and shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with; provided, however, that with respect to such matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificate of public officials, and provided further that an Opinion of Counsel may have customary qualifications for opinions of the type required.

SECTION 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions.

SECTION 11.07. Business Days; Legal Holidays.

A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York are authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08. Governing Law and Submission to Jurisdiction.

This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.

Each of the Issuer and the Guarantors hereby (i) irrevocably agrees that any legal suit, action or proceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Notes or the Note Guarantees may be instituted in any state or federal

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court in New York, New York and, to the fullest extent permitted by law, (ii) irrevocably waives any objection which any of them may now or hereinafter have to the laying of venue of any such proceeding, (iii) irrevocably waives any objection based on the absence of a necessary or indispensable party in any such proceeding and (iv) irrevocably accepts and submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.

SECTION 11.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Parent, the Issuer or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 11.10. No Recourse Against Others.

No recourse for the payment of the principal of or premium, if any, or interest, on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer or any Guarantor in this Indenture or in any supplemental indenture, or in any of the Notes, or because of the creation of any Indebtedness represented thereby, shall be had against any stockholder, officer, director or employee, as such, past, present or future, of the Issuer or any Guarantor or of any successor corporation of the Issuer or any Guarantor or against the property or assets of any such stockholder, officer, employee or director, either directly or through the Issuer or any Guarantor, or any successor corporation of the Issuer or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Notes are solely obligations of the Issuer and the Guarantors, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any stockholder, officer, employee or director of the Issuer or any Guarantor, or any successor corporation thereof, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or the Notes or implied therefrom, and that any and all such personal liability of, and any and all claims against every stockholder, officer, employee and director, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes. It is understood that this limitation on recourse is made expressly for the benefit of any such shareholder, employee, officer or director and may be enforced by any of them.

SECTION 11.11. Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of each of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor.

SECTION 11.12. Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

SECTION 11.13. Table of Contents, Headings, Etc.

The table of contents, cross-reference Section and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.14. Separability.

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Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.15. Acts of Holders. Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee reasonably deems sufficient.

(c) The Issuer may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 2.06) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

(d) The ownership of the Notes shall be proved by the register of the Notes.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Notes shall bind every future Holder of the same Notes and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Notes.

SECTION 11.16. Failure or Indulgence Not Waiver.

No failure or delay on the part of any Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

SECTION 11.17. Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

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AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

EXCEL TECHNOLOGY CORPORATION
As the Issuer
By:
Name:
Title:	Vice President
EXCEL TECHNOLOGY, INC.
As a Guarantor
By:
Name:
Title:	President
XLL, INC.
As a Guarantor
By:
Name:
Title:	Vice President
CAMBRIDGE TECHNOLOGY, INC.,
as a Guarantor
By:
Name:
Title:	Vice President
CONTINUUM ELECTRO-OPTICS, INC.,
as a Guarantor
By:
Name:
Title:	Vice President
CONTROL LASER CORPORATION (D/B/A BAUBLYS CONTROL LASER),
as a Guarantor
By:
Name:
Title:	Vice President
THE OPTICAL CORP.,
as a Guarantor
By:
Name:

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Title:	Vice President
PHOTO RESEARCH, INC.,
as a Guarantor
By:
Name:
Title:	Vice President
QUANTRONIX CORP., as a Guarantor
By:
Name:
Title:	Vice President
SYNRAD, INC., as a Guarantor
By:
Name:
Title:	Vice President
MICROE SYSTEMS, INC.
as a Guarantor
By:
Name:
Title:	Vice President
MES INTERNATIONAL, INC.
as a Guarantor
By:
Name:
Title:	Vice President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
Name:
Title:	Vice President

75

EXHIBIT A

FORM OF NOTE

CUSIP                    

EXCEL TECHNOLOGY CORPORATION

No. $

12.25% SENIOR SECURED PIK ELECTION NOTE DUE 2014

EXCEL TECHNOLOGY CORPORATION, a Michigan corporation (the “Issuer”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of $ dollars on January 15, 2014.

Interest Payment Dates: February 15, May 15, August 15 and November 15.

Record Dates: February 1, May 1, August 1 and November 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.

EXCEL TECHNOLOGY CORPORATION

By:

Name:

Title:

By:

Name:

Title:

Dated:                                                Certificate of Authentication

This is one of the 12.25% Senior Secured PIK Election Notes due 2014 referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A.,

as Trustee

By:

Name:

Title:

Dated:                     

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[FORM OF REVERSE OF NOTE]

EXCEL TECHNOLOGY CORPORATION

12.25% SENIOR SECURED PIK ELECTION NOTE DUE 2014

[THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND THE AMOUNT OF OID MAY VARY IN FUTURE TAXABLE PERIODS DEPENDING UPON WHETHER INTEREST PAYMENTS ARE PAID IN CASH OR IN KIND. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY CONTACTING: Excel Technology Corporation, 125 Middlesex Turnpike, Bedford, Massachusetts 01730 Attention;                     .]

THIS NOTE HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145(A) OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”). THE NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT.

NO NOTE HELD BY AN UNDERWRITER OR AN AFFILIATE OF THE COMPANY MAY BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR STATE SECURITIES LAWS. ACCORDINGLY, THE ISSUER RECOMMENDS THAT POTENTIAL RECIPIENTS OF NOTES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH NOTES.

1. Interest. EXCEL TECHNOLOGY CORPORATION, a Michigan corporation (the “Issuer”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate per annum set forth below. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including             , 20     to but excluding the date on which interest is paid. Interest shall be payable in arrears on each February 15, May 15, August 15 and November 15 commencing on             , 20    ) (each, an “Interest Payment Date” and collectively, the “Interest Payment Dates”). Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at a rate equal to the Default Rate.

The Issuer, may, at its option, elect to pay interest on this Note (i) in cash (“Cash Interest”), or (ii) by increasing the principal amount of this Note or by issuing PIK Notes (“PIK Interest”); provided, however, that the Issuer may not make a PIK Payment if the Fixed Charge Coverage Ratio as at the last day of the One Full Fiscal Quarter of the Issuer immediately preceding the relevant Interest Payment Date is greater than 1.75:1.00. At any time after the occurrence and during the continuance of an Event of Default, this Note shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the provisions of this Paragraph 1 plus 2% per annum (such interest, the “Default Interest “), which shall be payable in cash quarterly in arrears on each Interest Payment Date. At any time after the occurrence and during the continuance of a Reporting Default, this Note shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the provisions of this Paragraph 1 (including default interest to the extent, if any, applicable in connection with an Event of Default) plus 2% per annum (such additional 2% interest, the “Reporting Default Interest”), which Reporting Default Interest shall be payable by PIK Payment on each Interest Payment Date. Interest shall be payable as set forth in this Paragraph 1 to the person in whose name the Notes are registered at the close of business on the regular record date for such interest installment, which shall be the fifteenth day, whether or not a Business Day, prior to the relevant Interest Payment Date. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Cash Interest on this Note will accrue at the rate of 12.25% per annum. PIK Interest on this Note will accrue at the rate of 13.00% per annum and be payable [by increasing the principal amount of this Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest

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$1,000)]² [by issuing PIK Notes in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes for original issuance to the Holder of this Note on the relevant record date].³ Following an increase in the principal amount of this Note as a result of a PIK Payment, this Note will bear interest on such increased principal amount from and after the date of such PIK Payment. [Any PIK Notes will be dated as of the applicable interest payment date and will bear interest from and after such date.]² All PIK Notes issued pursuant to a PIK Payment will mature on [            , 2014] and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Initial Issue Date. Any PIK Notes will be issued with the description “PIK” on the face of such PIK Note.²

2. Interest Election. The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to the Trustee prior to the beginning of each interest period. For any period on which the Issuer wishes to make PIK Payment, the Issuer shall include in such notice to the Trustee an Officers’ Certificate specifying the Issuer’s Fixed Charge Coverage Ratio in accordance with Paragraph 1 above. The Trustee shall promptly deliver a corresponding notice to the Holder of this Note. In the absence of such an election for any interest period, interest on this Note will be payable in the form of the interest payment for the prior interest period (to the extent permitted by Paragraph 1). Interest for the first period commencing on the Initial Issue Date shall be payable in cash.

Notwithstanding anything to the contrary, in connection with any redemption of the Notes under Sections 3.01, 4.07 and 4.09 of the Indenture, the payment of accrued interest shall be made solely in cash.

3. Method of Payment. The Issuer will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on February 1, May 1, August 1 or November 1 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Cash Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes, provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). PIK interest shall be considered paid on the date due if the Trustee is directed on or prior to such date to issue PIK Notes or increase the principal amount of the applicable Global Notes, in each case in an amount equal to the amount of the applicable PIK Interest.

4. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as a Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar or co-Registrar without notice. The Issuer or any of its Affiliates may act as Paying Agent or Registrar.

5. Indenture and Security Documents. The Issuer issued the Notes under an Indenture dated as of             , 20     (the “Indenture”) among the Issuer, the Guarantors (as defined in the Indenture) and the Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Notes are secured by the Collateral pursuant to the Security Documents and may be released

² Applicable if this Note is represented by a Global Note registered in the name of or held by CEDE & Co. or its nominee on the relevant record date.

³ Applicable if this Note is represented by certificated notes.

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pursuant to the terms thereof, subject to the terms of the Indenture. The Security Documents govern the rights in and to the Collateral of the Trustee and the Holders. Without limiting the foregoing, each Holder, by accepting this Note, authorizes the Trustee on behalf of and for the benefit of each Holder, to be the agent for and representative of each Holder with respect to the Collateral and the Security Documents and authorizes the Trustee to appoint and direct the Collateral Agent (as defined in the Indenture) to be the agent for and representative of each Holder with respect to the Collateral and the Security Documents.

6. [Intentionally Omitted]

7. Optional Redemption.

(a) The Issuer, at its option, may at any time redeem up to 100% of the aggregate principal amount of the Notes (including any Notes issued after the Initial Issue Date), in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date.

(b) In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, while such Notes are listed, or if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and equitable. The Notes will be redeemable in whole or in part upon not less than 30 nor more than 60 days’ prior written notice, mailed by first-class mail to a Holder’s last address as it shall appear on the register maintained by the Registrar of the Notes. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Issuer shall fail to redeem any such Note.

8. Subordination. All Obligations on, or relating to, the Notes and the Guarantees will be subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full in cash or Cash Equivalents of Working Capital Facility Obligations, whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee his attorney-in-fact for such purposes.

9. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction and discharge of the Indenture. On and after the Redemption Date, unless the Issuer defaults in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption.

10. Offers To Purchase. The Indenture provides that upon the occurrence of an Asset Sale and in connection with a Working Capital Facility and subject to further limitations contained therein, the Parent or the Issuer shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

11. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

12. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

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13. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Issuer at its written request. After that, Holders entitled to the money must look to the Issuer for payment as general creditors unless an “abandoned property” law designates another Person.

14. Amendment, Supplement, Waiver, Etc. The Issuer, the Guarantors and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Issuer, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes[, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected].

15. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

16. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8)) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, by written notice to the Trustee and the Issuer, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest (in addition to the Default Rate) on all Notes to be immediately due and payable and such amounts shall become immediately due and payable. If an Event of Default specified in Section 6.01(7) or (8) occurs, the principal amount of and interest on all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Issuer under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

17. Trustee Dealings with Issuer. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.

18. Discharge. The Issuer’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

19. Guarantees and Security. The Note will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders and security interest in Collateral. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

20. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

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21. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York. The Trustee, the Issuer, the Guarantors and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

22. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

EXCEL TECHNOLOGY CORPORATION

125 Middlesex Turnpike

Bedford, Massachusetts 01730

Attention: Chief Financial Officer

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s Social Security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:                    

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.09, check the appropriate box:

¨    Section 4.07 ¨    Section 4.09

If you want to have only part of the Note purchased by the Issuer pursuant to Section 4.07 or Section 4.09 of the Indenture, state the amount you elect to have purchased:

$                            

(multiple of $1,000)

Date:                    

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

EXHIBIT B

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form:

This Note is a Global Note within the meaning of the Indenture dated as of             , 2010, relating to the Notes and is registered in the name of a depository or a nominee of a depository. This Note is not exchangeable for Notes registered in the name of a person other than the depository or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the depository to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository) may be registered except in the limited circumstances described in the Indenture.

Unless this certificate is presented by an authorized representative of the Depository Trust Company (a New York corporation) (“DTC”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of CEDE & CO. or in such other name as it requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.

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EXHIBIT C

NOTATION OF GUARANTEE

Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees (this “Guarantee”), to the extent set forth in the Indenture dated as of             ,          by and among Excel Technology Corporation, as issuer, the Guarantors, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

[Signatures on Following Pages]

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EXHIBIT D

SECURITY AGREEMENT

D-1

IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized officer.

EXCEL TECHNOLOGY, INC.
By:
Name:
Title:	Vice President
XLL, Inc.
By:
Name:
Title:	Vice President
CAMBRIDGE TECHNOLOGY, INC.
By:
Name:
Title:	Vice President
CONTINUUM ELECTRO-OPTICS, INC.
By:
Name:
Title:	Vice President
CONTROL LASER CORPORATION (D/B/A BAUBLYS CONTROL LASER)
By:
Name:
Title:	Vice President
THE OPTICAL CORPORATION
By:
Name:
Title:	Vice President
PHOTO RESEARCH, INC.
By:
Name:
Title:	Vice President
QUANTRONIX CORPORATION
By:
Name:
Title:	Vice President

SYNRAD, INC.
By:
Name:
Title:	Vice President
MICROE SYSTEMS INC.
By:
Name:
Title:	Vice President
MES INTERNATIONAL, INC.
By:
Name:
Title:	Vice President

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)  ¨

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

GSI GROUP CORPORATION

(Exact name of obligor as specified in its charter)

Michigan	38-1859358
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GSI GROUP INC. (Exact name of obligor as specified in its charter)
New Brunswick, Canada (State or other jurisdiction of incorporation or organization)	98-0110412 (I.R.S. employer identification no.)
EXCEL TECHNOLOGY, INC. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	11-2780242 (I.R.S. employer identification no.)
CAMBRIDGE TECHNOLOGY, INC. (Exact name of obligor as specified in its charter)
Massachusetts (State or other jurisdiction of incorporation or organization)	04-2703882 (I.R.S. employer identification no.)
CONTINUUM ELECTRO-OPTICS, INC. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	11-3653902 (I.R.S. employer identification no.)
CONTROL LASER CORPORATION (Exact name of obligor as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization)	59-1097022 (I.R.S. employer identification no.)

- 2 -

THE OPTICAL CORPORATION (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	95-3509324 (I.R.S. employer identification no.)
PHOTO RESEARCH, INC. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	95-4548630 (I.R.S. employer identification no.)
QUANTRONIX CORPORATION (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	11-2143586 (I.R.S. employer identification no.)
SYNRAD, INC. (Exact name of obligor as specified in its charter)
Washington (State or other jurisdiction of incorporation or organization)	58-2408307 (I.R.S. employer identification no.)
MICROE SYSTEMS CORP. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	04-3248088 (I.R.S. employer identification no.)

- 3 -

MES INTERNATIONAL INC. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	04-3551964 (I.R.S. employer identification no.)
125 Middlesex Turnpike Bedford, Massachusetts (Address of principal executive offices)	01730 (Zip code)

12.25% Senior Secured PIK Election Notes due 2014

(Title of the indenture securities)

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1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and State of Massachusetts, on the 4th day of January, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/S/ VANETA BERNARD
Name:	VANETA BERNARD
Title:	VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business September 30, 2009, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,585
Interest-bearing balances		426
Securities:
Held-to-maturity securities		16
Available-for-sale securities		553,806
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		83,000
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		10,983
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		852,858
Other intangible assets		251,145
Other assets		156,398
Total assets	$	1,910,218

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LIABILITIES
Deposits:
In domestic offices	1,712
Noninterest-bearing	1,712
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	268,691
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	198,124
Total liabilities	468,527
Not Applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,121,520
Not Applicable
Retained earnings	316,907
Accumulated other comprehensive income	2,264
Other equity capital components	0
Not Available
Total bank equity capital	1,441,691
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,441,691
Total liabilities and equity capital	1,910,218

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

          Karen Bayz            )             Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, MD                            )
Frank P. Sulzberger, MD                     )	Directors (Trustees)
William D. Lindelof, MD                    )

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