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EXHIBIT 3.3
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Peter Gotsch, a
Partner of Code Hennessy & Simmons LLC, the general partner of CHS Management IV
LP, has made, constituted and appointed, and by these presents does make,
constitute and appoint, Phillip Gordon and Andrew W. McCune, and each of them,
his true and lawful attorney-in-fact and agent, for him and in his name, place
and stead to execute, acknowledge, deliver and file any and all filings required
by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, including, but not limited
to, Schedules 13D, Forms 3, Forms 4 and Forms 5, hereby ratifying and confirming
all that said attorney-in-fact and agent may do or cause to be done by virtue
hereof.
The validity of this Power of Attorney shall not be affected in any manner
by reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than the attorney-in-fact named herein.
WITNESS THE EXECUTION HEREOF this 28th day of June, 2000 by Peter M.
Gotsch.
CHS MANAGEMENT IV LP
By: CODE HENNESSY & SIMMONS LLC
Its: General Partner
By: /s/ Peter Gotsch
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Peter Gotsch, Partner
STATE OF ILLINOIS )
COUNTY OF COOK )
/s/ Jamie Jedras
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Notary Public
