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<br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />colorado Corporacicn C:de or any other applicable law. <br />~otwithstar.ci~g anything cc~tained in Article 6 c: these <br />~~ended and Restated Articles of Incorporation or in the <br />bylaws of the Corporation to the contrary, the amendment cr <br />repeal of. or adoption o~ any prevision inconsistent ~ith, <br />this Article 8 sha:l be taken only upon the at!i~ative vote <br />of the holders o! at leas~ 80 percent ot the Cc~~cn Stock <br />issued and outstanding entitled to vote thereon. Any <br />amendment or repeal of, or adoption of any provision <br />inconsistent ~ith, this Article 8 shall not adversely affect <br />any riqht or protection existing hereunder prior to such <br />a~endment, repeal. or adoption. <br /> <br />8.04 Non-Exc:usivity. The right or <br />indemnification provided in this Article 8 shall not be <br />exclusive of any other rights to which any persen seeking <br />indemnification otherJise be entitled including, *ithout <br />limitation, p~rsuant to the Plan of Reorganization or any <br />contract approved by a ~ajority of the Directors, .hether or <br />not the Directors apprOVing such contract are or are to be or <br />~ay become par~ies to such contract or similar contracts. <br /> <br />ARTICLE 9 <br />CER7AIN DEFINITIONS <br /> <br />For purposes of these Amended and Restated Articles <br />of Incorporation: <br /> <br />~Business Seg=.ent" means any of the beef products, <br />communications or ski resort business seqrnents of the <br />Subsidiaries prior to the Petition Date. <br /> <br />~Ef:ective ~ateW means October <?, 1992. <br /> <br />NPetition Date" ~eans February 27, 1991. <br /> <br />WPlan of aeorganization~ ceans the Oebtors' Second <br />Amended Joint Plan of Reorganization for Gillett Holdings, <br />Inc. and its subsidiar~es. dated June 19, 1992, as <br />supplemen~ed. con~i~ed by the Uni~ed S~ates Bank~Jptcy Court <br />tor the District of Colorado on August 3, 1992, as it ~ay be <br />a~ended or =cdi:~ed ~=c~ ti=e ~o ti~e. <br /> <br />NSubsidiaryw ~eans any corporation of ~hich ~ore than <br />50% ot the cutstanding capital stock entitled to vote for the <br />election of directors ~as owned or controlled, directly or <br />indirectly. pric~ to t~e Petition Date by Gillett Holdings, <br />Inc. or by one or =ore SUbsidiaries of Gillett Holdings, Inc. <br />or by Gillett Hold:r.gs, Inc. and one or =ore of its <br />Subsidiaries. <br /> <br />-5- <br />