Production Resource Group LLC Watch

from S-4 ~10 pages Articles of Incorporation or Bylaws

from S-4 1 page <page> Certificate of Incorporation of Prg Finance Corporation First: The Name of This Corporation Is Prg Finance Corporation. Second: The Address of the Corporation's Registered Office in the State of Delaware Is C/O Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. the Registered Agent in Charge Thereof Is the Corporation Trust Company. Third: 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 Total Number of Shares of Stock That the Corporation Shall Have Authority to Issue Is 100 Shares of Common Stock, No Par Value. Fifth: The Board of Directors Is Authorized to Make, Alter or Repeal the Bylaws of the Corporation. Election of Directors Need Not Be by Written Ballot. Sixth: The Name and Mailing Address of the Incorporator Is as Follows: Name: Edward C. White, Esq. Mailing Address: Pepe & Hazard Llp Goodwin Square Hartford, Ct 06103-4302 I, Edward C. White, Being the Incorporator Hereinbefore Named, for the Purpose of Forming a Corporation Under the Laws of the State of Delaware, Do Make, File and Record This Certificate, and Do Certify That the Facts Herein Stated Are True, and I Have Accordingly Hereunto Set My Hand This 15th Day of December, 1997. /S/ Edward C. White Edward C. White Sole Incorporator

from S-4 ~50 pages Limited Liability Company Agreement

from S-4 1 page <page> Certificate of Amendment to the Certificate of Formation of Production Resources Group, L.L.C. the Undersigned, Pursuant to the Provisions of the Delaware Limited Liability Company Act, 6 Del. C. Ss. 18-101 Et. Seq., Does Hereby Certify: That the Certificate of Formation of Production Resources Group, L.L.C. (The "Company"), Filed With the Secretary of State of the State of Delaware on August 7, 1995, Has Been Amended to Change the Name of the Company To: Production Resource Group, L.L.C. in Witness Whereof, I Have Hereunto Set My Hand on This 4th Day of June, 1996. Production Resource Group, L.L.C. By: /S/ Kevin Baxley Kevin Baxley, Executive Vice President Duly Authorized <page> Certificate of Formation of Production Resources Group, L.L.C. This Certificate of Formation of Production Resources Group, L.L.C. (The "LLC"), Dated August 4, 1995, Is Being Duly Executed and Filed by Kevin J. Baxley, as an Authorized Person, to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. Ss. 18-101 Et Seq.) First. the Name of the Limited Liability Company Formed Hereby Is Production Resources Group, L.L.C. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1290 Orange Street, Wilmington, De 19801. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, De 19801. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation as of the Date First Above Written. By: /S/ Kevin Baxley Kevin Baxley, Executive Vice President Duly Authorized