CERTIFICATE OF FORMATION
OF
CinCap MVC OpCo, LLC
The undersigned, being a natural person of age eighteen years
or more, acting as the Sole Organizer of a limited liability company under the
Delaware Limited Liability Company Act (as the same may be amended from time to
time, the "Act"), adopts, pursuant to Section 18-201 of the Act, the following
Certificate of Formation for such limited liability company (the "Company"):
ARTICLE I
NAME
The name of the Company shall be:
CinCap MVC OpCo, LLC
ARTICLE II
REGISTERED OFFICE, REGISTERED AGENT
The initial registered office of the Company shall be: c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle
County, Delaware, or such other location as the Company by consent
shall determine. The initial registered agent of the Company shall be:
The Corporation Trust Company, 1209 Orange Street, Wilmington, New
Castle County, Delaware, or such other location as the Company by
consent shall determine. Either the registered office or the
registered agent may be changed in the manner provided by law.
ARTICLE III
PERIOD OF DURATION
The Company shall exist until dissolved according to law or by
the terms of its Limited Liability Company Agreement (the "LLC
Agreement").
ARTICLE IV
POWERS
Except as restricted by the Certificate of Formation, the Company
shall have and may exercise all powers and rights which a limited
liability company may exercise legally pursuant to the Act.
ARTICLE V
ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT
The initial LLC Agreement of the Company shall be adopted by its
members. The LLC Agreement may contain any provisions for the
regulation and management of the affairs of the Company not
inconsistent with law or this Certificate of Formation.
ARTICLE VI
AMENDMENTS
The Company reserves the right to amend this Certificate of
Formation from time to time in accordance with the Act, provided, that
the unanimous approval of the members of the Company to such amendment
has been duly obtained.
The undersigned does hereby certify, make and acknowledge this
certificate of formation on this 28th day of September, 1999.
/S/ RICHARD G. BEACH
--------------------
Richard G. Beach
Sole Organizer
#49698
