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                                     BYLAWS
                                       OF
                           SABRE HOLDINGS CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                          (AS AMENDED ON JULY 17, 2001)


                                    ARTICLE I
                               OFFICES AND RECORDS

         SECTION 1.1. DELAWARE OFFICE. The registered office of the Corporation
in the State of Delaware shall be located in the City of Wilmington, County of
New Castle, and the name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.

         SECTION 1.2. OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

         SECTION 1.3. BOOKS AND RECORDS. The books and records of the
Corporation may be kept at the Corporation's headquarters in Fort Worth, Texas
or at such other locations outside the State of Delaware as may from time to
time be designated by the Board of Directors.

                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders of
the Corporation shall be held at such date and time as may be fixed from time to
time by resolution of the Board of Directors.

         SECTION 2.2. SPECIAL MEETINGS. Except as otherwise required by
applicable law, and subject to the rights of the holders of any series of
preferred stock or any other series or class of stock, as set forth in the
Certificate of Incorporation, to elect additional directors under specified
circumstances, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies (the "Whole Board") or by the Chairman of the Board
Except as expressly provided in the immediately preceding sentence, any power of
the stockholders to call a special meeting is specifically denied.

         SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate the
place of meeting for any annual or special meeting of the stockholders. If no
place is designated by the

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Board of Directors, the place of meeting shall be the principal office of the
Corporation.

         SECTION 2.4. NOTICE OF MEETING. Notice of each annual or special
meeting of the stockholders shall be prepared and delivered by the Corporation
to each stockholder of record entitled to vote at such meeting not less than ten
days nor more than sixty days before the date of the meeting. Such notice shall
state the place, day and hour of the meeting, the means of remote
communications, if any, by which the stockholders and proxy holders may be
deemed to be present and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.Notice may be
delivered in any manner permitted by law, including personally, by mail, or by
electronic transmission. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid, addressed
to the stockholder at his address as it appears on the stock transfer books of
the Corporation. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote are
present, or if notice is waived by those not present. Any previously scheduled
meeting of the stockholders may be postponed or rescheduled by resolution of the
Board of Directors upon public notice given prior to the time previously
scheduled for such meeting of stockholders.

         SECTION 2.5. QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or by the Certificate of Incorporation, the holders of a majority of the
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series
voting as a class, the holders of at least a majority of the shares of such
class or series shall constitute a quorum for the transaction of such business.
The chairman of the meeting may adjourn the meeting from time to time, whether
or not there is such a quorum (or in the case of specified business to be voted
on by a class or series, the chairman of the meeting may adjourn the meeting
with respect to such specified business). No notice of the time and place of
adjourned meetings need be given if the time and place thereof are announced at
the meeting at which the adjournment is taken, unless the adjournment is for
more than thirty days or a new record date is fixed for the adjourned meeting,
in which case a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. The stockholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         SECTION 2.6. PROXIES. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by an electronic transmission permitted by law and
filed in accordance with the procedure established for the meeting. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall

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be a complete reproduction of the entire original writing or transmission.

         SECTION 2.7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         (A)      ANNUAL MEETINGS OF STOCKHOLDERS.

              (1) Nominations of persons for election to the Board of Directors
                  of the Corporation and the proposal of business to be
                  considered by the stockholders may be made at an annual
                  meeting of stockholders (a) pursuant to the Corporation's
                  notice of meeting delivered pursuant to Section 2.4 of these
                  Bylaws, (b) by or at the direction of the Board of Directors
                  or the Chairman of the Board or (c) by any stockholder of the
                  Corporation who is entitled to vote at the meeting, who
                  complied with the notice procedures set forth in clauses (2)
                  and (3) of this paragraph (A) and these Bylaws and who was a
                  stockholder of record at the time such notice was delivered to
                  the Secretary of the Corporation.

              (2) For nominations or other business to be properly brought
                  before an annual meeting by a stockholder, pursuant to clause
                  (c) of paragraph (A)(1) of these Bylaws, the stockholder must
                  have given timely notice thereof in writing to the Secretary
                  of the Corporation. To be timely, a stockholder's notice shall
                  be actually delivered to the Secretary at the principal
                  executive offices of the Corporation not less than ninety days
                  nor more than one hundred and twenty days before the first
                  anniversary of the preceding year's annual meeting; except
                  that (a) if the date of the annual meeting is advanced by more
                  than twenty days, or delayed by more than seventy days, from
                  such anniversary date, then notice must be so delivered not
                  earlier than the one hundred and twentieth day before such
                  annual meeting and not later than the close of business on the
                  later of the ninetieth day before such annual meeting or the
                  tenth day following the day on which public announcement of
                  the date of such meeting is first made, and (b) if the number
                  of directors to be elected to the Board of Directors of the
                  Corporation is increased and a public announcement is not made
                  by the Corporation at least one hundred days before the first
                  anniversary of the preceding year's annual meeting naming all
                  of the nominees for director or specifying the size of the
                  increased Board of Directors, a stockholder's notice required
                  by these Bylaws shall also be considered timely, but only with
                  respect to nominees for any new positions created by such
                  increase, if it shall be so delivered not later than the close
                  of business on the tenth day following the day on which such
                  public announcement is first made by the Corporation. In no
                  event shall the adjournment of an annual meeting commence a
                  new time period for the giving of a stockholder's notice as
                  described above.

                  (3) To be valid, a stockholder's notice must set forth (a) as
                  to each person whom the stockholder proposes to nominate for
                  election or reelection as a director, all

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                  information relating to such person that is required to be
                  disclosed in solicitations of proxies for election of
                  directors, or is otherwise required, in each case pursuant to
                  Regulation 14A under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), including such person's written
                  consent to being named in the proxy statement as a nominee and
                  to serving as a director if elected; (b) as to any other
                  business that the stockholder proposes to bring before the
                  meeting, a brief description of the business desired to be
                  brought before the meeting, the reasons for conducting such
                  business at the meeting and any material interest in such
                  business of such stockholder and the beneficial owner, if any,
                  on whose behalf the proposal is made; and (c) as to the
                  stockholder giving the notice and the beneficial owner, if
                  any, on whose behalf the nomination or proposal is made (i)
                  the name and address of such stockholder, as they appear on
                  the Corporation's books, and of such beneficial owner and (ii)
                  the class and number of shares of the Corporation which are
                  owned beneficially and of record by such stockholder and such
                  beneficial owner.

         (B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business as shall have
         been brought before the special meeting of stockholders pursuant to the
         Corporation's notice of meeting pursuant to Section 2.4 of these Bylaws
         shall be conducted at such meeting. If the Corporation's notice of
         meeting states that directors are to be elected at the special meeting
         of stockholders, then nominations of persons for election to the Board
         of Directors may be made (1) by or at the direction of the Board of
         Directors or (2) by any stockholder of the Corporation who is entitled
         to vote at the meeting, who complies with the notice procedures set
         forth in Section 2.7(A) of these Bylaws and who is a stockholder of
         record at the time such notice is delivered to the Secretary of the
         Corporation. Nominations by stockholders of persons for election to the
         Board of Directors may be made at such a special meeting of
         stockholders if the stockholder's notice as required by Section 2.7 of
         these Bylaws shall be actually delivered to the Secretary at the
         principal executive offices of the Corporation not earlier than the one
         hundred and twentieth day before such special meeting and not later
         than the close of business on the later of the ninetieth day before
         such special meeting or the tenth day following the day on which public
         announcement is first made of the date of the special meeting and of
         the nominees proposed by the Board of Directors to be elected at such
         meeting. In no event shall the adjournment of a special meeting
         commence a new time period for the giving of a stockholder's notice as
         described above.

         (C) GENERAL.

              (1) Only persons who are nominated in accordance with the
                  procedures set forth in these Bylaws shall be eligible to
                  stand for election as directors at a meeting of stockholders
                  and to serve as directors. Only such business as shall have
                  been brought before the meeting of stockholders in accordance
                  with the procedures set

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                  forth in these Bylaws shall be conducted at a meeting of
                  stockholders. Except as otherwise provided by law, the
                  Restated Certificate of Incorporation or these Bylaws, the
                  chairman of the meeting shall have the power and duty to
                  determine whether a nomination or any business proposed to be
                  brought before the meeting was made in accordance with the
                  procedures set forth in these Bylaws and, if the chairman
                  determines that any proposed nomination or business is not in
                  compliance with these Bylaws, to declare that such defective
                  proposal or nomination is out of order, shall not be presented
                  for stockholder action and shall be disregarded.

              (2) For purposes of Section 2.7 of these Bylaws, "public
                  announcement" shall mean disclosure in a press release
                  reported by the Dow Jones News Service, Associated Press or
                  comparable national news service or in a document publicly
                  filed by the Corporation with the Securities and Exchange
                  Commission pursuant to Section 13, 14 or 15(d) of the Exchange
                  Act.

              (3) Notwithstanding the foregoing provisions of Section 2.7 of
                  these Bylaws, a stockholder shall also comply with all
                  applicable requirements of the Exchange Act and the rules and
                  regulations thereunder with respect to the matters set forth
                  in these Bylaws. Nothing in these Bylaws shall be deemed to
                  affect any rights (i) of stockholders to request inclusion of
                  proposals in the Corporation's proxy statement pursuant to
                  Rule 14a-8 under the Exchange Act, or (ii) of the holders of
                  any series of preferred stock to elect directors if so
                  provided under an applicable Preferred Stock Designation (as
                  defined in the Certificate of Incorporation).

         SECTION 2.8. VOTING. Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by written ballot.
Except as otherwise set forth in the Certificate of Incorporation with respect
to the right of the holders of any series of preferred stock or any other series
or class of stock to elect additional directors under specified circumstances,
directors shall be elected by a plurality of the votes cast by the holders of
Common Stock, present in person or represented by proxy. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, all matters
other than the election of directors properly submitted to the stockholders at
any meeting shall be decided by the affirmative vote of a majority of the votes
cast affirmatively or negatively on the matter. The vote upon any matter other
than the election of directors shall be by written ballot only if so ordered by
the chairman of the meeting. Whenever a written ballot is required, a ballot may
be submitted in writing or by an electronic transmission permitted by law and
filed in accordance with the procedure established for the meeting. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original

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writing or transmission.

         SECTION 2.9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS;
CONDUCTING OF BUSINESS.

         (A) The Corporation shall appoint one or more individuals, who may
include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives of the
Corporation, to act as inspectors at the meeting and make a written report
thereof. The Corporation may appoint one or more individuals as alternate
inspectors to replace any inspector who may fail to act. If no inspector or
alternate has been appointed to act, or if all inspectors or alternates who have
been appointed are unable to act at a meeting of stockholders, the chairman of
the meeting shall appoint one or more individuals to act as inspectors at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed for inspectors of election by the General
Corporation Law of the State of Delaware.

         (B) The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at the meeting.

         (C) The chairman of the meeting shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to such chairman to be in order.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or by these Bylaws required to be exercised or done
by the stockholders.

         SECTION 3.2. NUMBER AND TERM. Subject to the rights of the holders of
any series of preferred stock, or any other series or class of stock, as set
forth in the Certificate of Incorporation, to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board,
but shall consist of not more than twelve nor less than three directors. No
decrease in the number of authorized directors constituting the Whole Board
shall shorten the term of any incumbent director. Directors who are elected to
fill a vacancy in accordance with Section 3.9 of these Bylaws may be elected to
any class of directors. The number of directors in each of the

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classes shall be as nearly equal in number as possible. Directors shall hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election by the stockholders, except that
directors shall remain in office until their successors are elected and
qualified. Every third year, all of the directors in one class shall stand for
election at the annual meeting of stockholders, except that only one class of
directors shall stand for election each year.
         SECTION 3.3. REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held without notice other than these Bylaws on the same date,
and at the same place, as each annual meeting of stockholders or on such other
day, at such other place and at such time as the Board of Directors may
determine. The Board of Directors may from time to time, by resolution, provide
the time and place for the holding of additional regular meetings without notice
other than such resolution.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Whole Board. The person or persons authorized to
call special meetings of the Board of Directors may fix the place and time of
the meetings.

         SECTION 3.5. NOTICE. Notice of any special meeting shall be given to
each director at his or her business or residence in writing, or by telegram or
electronic transmission, or by telephone communication. If mailed, such notice
shall be deemed delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least three days before such
meeting. If by telegram, such notice shall be deemed delivered when the telegram
is presented to the telegraph company at least twenty-four hours before such
meeting. If by facsimile or other electronic transmission, such notice shall be
deemed delivered if transmitted at least twenty-four hours before such meeting.
If by telephone, the notice shall be deemed delivered if given at least twelve
hours prior to the time set for the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting, except for
amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof.
A meeting may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting in writing, either
before or after such meeting. Any director present in person at a meeting of the
Board of Directors shall be deemed to have waived notice of the time and place
of meeting.

         SECTION 3.6. ACTION BY CONSENT OF BOARD OF DIRECTORS. 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 thereto in writing or by an electronic
transmission, and the writing or writings, or electronic transmission or
transmissions, are filed with the minutes of proceedings of the Board or
committee.

         SECTION 3.7. MEETINGS OTHER THAN IN PERSON. Members of the Board of
Directors, or

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any committee thereof, may participate in a meeting of the Board of Directors or
such committee by means of communications equipment which permits all persons
participating in the meeting to hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

         SECTION 3.8. QUORUM, VOTING. A number of directors equal to at least a
majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         SECTION 3.9. VACANCIES. Subject to the rights of the holders of any
series of preferred stock or any other series or class of stock, as set forth in
the Certificate of Incorporation, to elect additional directors under specified
circumstances, and unless the Board of Directors otherwise determines, vacancies
resulting from death, resignation, retirement, disqualification, removal from
office or other cause, and newly created directorships resulting from any
increase in the authorized number of directors, shall be filled only by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors, and shall not be filled by the stockholders.

         SECTION 3.10. REMOVAL. Subject to the rights of the holders of any
series of preferred stock or any other series or class of stock, as set forth in
the Certificate of Incorporation, to elect additional directors under specified
circumstances, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause, by the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
Voting Stock, voting together as a single class.

         SECTION 3.11. FEES AND EXPENSES. Directors shall receive such fees and
expenses as the Board of Directors shall from time to time prescribe.

                                   ARTICLE IV
                                   COMMITTEES

         SECTION 4.1. COMMITTEES. The Board of Directors, by resolution passed
by a majority of the Whole Board, may from time to time designate one or more
committees of the Board and establish the membership of the committees. Each
committee shall have such duties as are assigned to it, and may exercise on
behalf of the Board of Directors such powers and authorities as are delegated to
it, in the resolutions establishing it or in the charter adopted for it by the
Board of Directors. The Board of Directors may, by resolution passed by a
majority of the Whole Board, adopt a charter to govern any committee. The
charter of each committee shall specify the composition, organization,
functions, responsibilities and processes of the committee. The charter may
include such other matters as the Board of Directors shall deem necessary or

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appropriate. If authorized by the Board of Directors, committees may, from time
to time, establish subcommittees.

         SECTION 4.2. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution approved by a majority of the Whole Board, designate an Executive
Committee. Any Executive Committee shall consist of three or more members,
including the Chairman of the Board and the Chief Executive Officer. A majority
of the members of the Executive Committee shall constitute a quorum. The Board
of Directors may, by resolution approved by a majority of the Whole Board, adopt
a charter to govern the Executive Committee. The Executive 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, with the exception of
such powers and authority as may be specifically reserved to the Board of
Directors by law, by resolution adopted by the Board of Directors or by the
Executive Committee's charter.

         SECTION 4.3. AUDIT COMMITTEE. The Board of Directors shall, by
resolution passed by a majority of the Whole Board, designate an Audit
Committee, to consist of three or more members. A majority of the members of the
Audit Committee shall constitute a quorum.

         SECTION 4.4. COMPENSATION/NOMINATING COMMITTEE. The Board of Directors
may, by resolution passed by a majority of the Whole Board, designate a
Compensation/Nominating Committee, to consist of three or more members. A
majority of the members of the Compensation/Nominating Committee shall
constitute a quorum.

         SECTION 4.5. COMMITTEE PROCEDURE, SEAL.

         (A) The committees shall keep regular minutes of their meetings, which
shall be reported to the Board of Directors. Each committee shall fix its own
rules of procedure consistent with these Bylaws.

         (B) The Executive, Compensation/Nominating, and Audit Committees may
each authorize the seal of the Corporation to be affixed to all papers which may
require it.

         (C) In the absence or disqualification of a member of any Committee,
the members of that Committee present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of such
absent or disqualified member.

                                    ARTICLE V
                                    OFFICERS

         SECTION 5.1. ELECTED OFFICERS. The elected officers of the Corporation
shall be (A) a Chairman of the Board, unless the Board of Directors specifies
that the Chairman of the Board shall not be an officer of the Corporation, (B) a
President, (C) one or more Vice Presidents

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(including Executive Vice Presidents and Senior Vice Presidents), (D) a
Secretary, (E) a Treasurer, and (F) such other elected officers as the Board of
Directors from time to time may deem proper. The Chairman of the Board (whether
or not an elected officer of the Corporation) shall be chosen from the
directors. The other elected officers of the Corporation may or may not be
directors. All officers elected by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article V. The elected officers may, as
authorized by the Board of Directors, sign certificates, contracts, and other
instruments of the Corporation. Elected officers shall have such further powers
and duties as from time to time may be delegated by the Board of Directors or by
any committee thereof.

         SECTION 5.2. ELECTION AND TERM OF OFFICE. The elected officers shall be
elected annually by the Board of Directors at the regular annual meeting of the
Board of Directors. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient. Each
elected officer shall hold office until the earliest of the time of his or her
(a) successor having been duly elected and qualified, (b) death, or (c)
resignation, except that the elected officers shall hold their respective
offices at the pleasure of the Board of Directors and any elected officer may be
removed at any time, with or without cause, by a vote of the majority of the
Board of Directors.

         SECTION 5.3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors. He or
she shall make reports to the Board of Directors and the stockholders, and shall
have such other powers and perform such other duties as are required of him or
her from time to time by the Board of Directors. The Board of Directors may
specify in a resolution or resolutions that the Chairman of the Board shall not
be an officer of the Corporation. The offices of Chairman of the Board and
President may be filled by the same individual.

         SECTION 5.4. PRESIDENT. Unless otherwise specified by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation, shall be responsible for the general management of the affairs of
the Corporation and shall perform all duties incidental to his or her office
which may be required by law, and shall have such other powers and perform such
other duties as are required of him or her from time to time by the Board of
Directors. The President shall, in the absence of, or because of the inability
to act of, the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
The President shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect.

         SECTION 5.5. VICE PRESIDENTS. The President may, from time to time,
appoint Vice Presidents (including Executive Vice Presidents and Senior Vice
Presidents), who are not elected by the Board of Directors pursuant to this
Article V, and who shall not be deemed elected officers. Each Vice President
(including any Executive Vice Presidents and Senior Vice Presidents) shall
perform such duties as shall be assigned by the Board of Directors, the

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Chairman of the Board or the President.

         SECTION 5.6. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these Bylaws, and in case of his or her absence or refusal
or neglect so to do, any such notice may be given by any person thereunto
directed by the Chairman of the Board or the President, or by the Board of
Directors, upon whose request the meeting is called as provided in these Bylaws.
The Secretary shall record the proceedings of the meetings of the Board of
Directors, any committees thereof and the stockholders of the Corporation in a
book to be kept for that purpose, and shall perform such other duties as may be
assigned to him or her by the Board of Directors, the Chairman of the Board or
the President. The Secretary shall have the custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman of the Board or the
President, and attest to the same. Any or all of the duties of the Secretary may
be delegated to one or more Assistant Secretaries. Assistant Secretaries who are
not elected by the Board of Directors pursuant to this Article V shall not be
deemed elected officers.

         SECTION 5.7. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursement in books belonging to the Corporation. The Treasurer
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board, or the President,
taking proper vouchers for such disbursements. The Treasurer shall render to the
Chairman of the Board, the President and the Board of Directors, whenever
requested, an account of all his or her 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 for the faithful discharge of
his or her duties in such amount and with such surety as the Board of Directors
shall prescribe. Any or all of the duties of the Treasurer may be delegated to
one or more Assistant Treasurers. Assistant Treasurers who are not elected by
the Board of Directors pursuant to this Article V shall not be deemed elected
officers.

         SECTION 5.8. COMPENSATION. The compensation of the elected officers of
the Corporation shall be fixed, from time to time, by the Board of Directors.

         SECTION 5.9. VACANCIES. In case any office of an elected officer
becomes vacant due to death, resignation, retirement, disqualification, removal
from office, or any other reason, the Board of Directors may abolish the office
(except that of President, Secretary and Treasurer) or elect a person to fill
such vacancy.

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                                   ARTICLE VI
                  STOCK CERTIFICATES, TRANSFERS AND RECORD DATE

         SECTION 6.1. STOCK CERTIFICATES, TRANSFERS AND RECORD DATE.

         (A) The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe; provided, however,
the Board of Directors may provide by resolution that some or all of any or all
classes or series of the Corporation's stock shall be uncertificated shares. The
shares of the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his attorney, upon surrender
for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.

         (B) The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has 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 he or she were such
officer, transfer agent or registrar at the date of issue.

         (C) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or 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, except
as otherwise required by law, fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted and
which record date shall not be more than sixty nor less than ten days before the
date of any meeting of stockholders, nor more than sixty days prior to the time
for such other action as described above; except that if no record date is fixed
by the Board of Directors, then 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, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

         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;
except that the Board of Directors may fix a new record date for the adjourned
meeting.

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                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December of
each year.

         SECTION 7.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.

         SECTION 7.3. SEAL. The corporate seal shall have inscribed thereon the
words "Corporate Seal", the name of the Corporation, and "Delaware". The seal
may bear additional text or designs approved by the Secretary.

         SECTION 7.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware, a written waiver of
notice, signed by the person or persons entitled to such notice, or a waiver by
electronic transmission by such person or persons, whether given before or after
the time notice is required, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of the stockholders of the Board of Directors need be
specified in any waiver of notice of such meeting.

         SECTION 7.5. AUDITS. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be made annually.

         SECTION 7.6. RESIGNATIONS. Any director or any elected officer may
resign at any time by serving written notice of such resignation on the Chairman
of the Board, the President or the Secretary, and such resignation shall be
deemed to be effective as of the close of business on the date said notice is
received by the Chairman of the Board, the President, or the Secretary, or at
such later date as is stated therein. No formal action shall be required of the
Board of Directors or the stockholders to make any such resignation effective.

         SECTION 7.7. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such director, committee member or officer reasonably believes are
within such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the

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Corporation.

         SECTION 7.8. TIME PERIODS. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the
performance of the act shall be excluded, and the day of the event shall be
included.

                                  ARTICLE VIII
                                   AMENDMENTS

         SECTION 8.1. AMENDMENTS. These Bylaws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, so long as notice of the proposed change was given in the notice
of the meeting and, in the case of a meeting of the Board of Directors, in a
notice given no less than twenty-four hours prior to the meeting; provided,
however, that, in the case of amendments by stockholders, notwithstanding any
other provisions of these Bylaws or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of stock required by law, the
Certificate of Incorporation or these Bylaws, the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal any provision of these Bylaws.

                                   ARTICLE IX
                          INDEMNIFICATION AND INSURANCE

         SECTION 9.1. PERSONS ELIGIBLE FOR INDEMNIFICATION.

         (A) The Corporation shall indemnify any person who is or was a party
to, 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 or she is or was serving, or agreed
to serve, as a director or officer of the Corporation, or, at the request of the
Corporation, of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted
while serving in such capacity.

         (B) The Corporation may indemnify any person who is or was a party to,
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 he or she is or was serving, or agreed to
serve, as an employee or agent of the Corporation, or, at the request of the
Corporation, of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted
while serving in such capacity.

         SECTION 9.2. AMOUNTS ELIGIBLE FOR INDEMNIFICATION. The indemnification
provided by

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Section 9.1 shall be from and against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the indemnitee or on his or her behalf in connection with such action, suit
or proceeding and any appeal therefrom, except that in the case of an action or
suit by or in the right of the Corporation to procure a judgment in its favor
(a) the indemnification provided by Section 9.1 shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit

         SECTION 9.3. BEHAVIOR REQUIRED. Notwithstanding Section 9.1, (a)
indemnification shall only be provided if the indemnitee acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation, (b) indemnification shall only be provided with
respect to any criminal action, suit or proceeding if the indemnitee had no
reasonable cause to believe his or her conduct was unlawful, and (c) no
indemnification shall be made in respect of any claim, issue or matter as to
which the indemnitee shall have been adjudged to be liable to the Corporation
unless, and only to the extent that, the Delaware Court of Chancery, 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 Delaware Court of Chancery or such other court shall deem
proper. 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 or she 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 or her
conduct was unlawful.

         SECTION 9.4. DETERMINATIONS.

         (A) The Board of Directors (by resolution passed by a majority of the
Board of Directors), the Chairman of the Board, the President or the Secretary
shall have the authority to determine whether a person is or was serving or has
agreed to serve at the request of the Corporation (a) as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
or (b) as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. If the Board of Directors (by resolution
passed by a majority of the Board of Directors), the Chairman of the Board, the
President or the Secretary determines that a person is not or was not serving or
has not agreed to serve at the request of the Corporation in any capacity
described in clause (a) or (b) of the preceding sentence, then such person shall
not (unless otherwise ordered by a court) be entitled to indemnification under
these Bylaws.

         (B) Any indemnification of a person entitled to indemnity under Section
9.1(A) hereof shall (unless otherwise ordered by a court) be made by the
Corporation unless a determination is made that indemnification of such person
is not proper in the circumstances because he or she has not met the applicable
standard of conduct set forth in Section 9.3 hereof. Any indemnification of a
person entitled to indemnity under Subsection (A)(2) hereof may (unless

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otherwise ordered by a court) be made by the Corporation upon a determination
that indemnification of such person is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in Section 9.3 hereof.
Any such determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even if less than a quorum,
or (2) by a committee of such directors designated by a majority vote of such
directors, even if less than a quorum, (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.

         SECTION 9.5. SUCCESSFUL DEFENSE. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
9.1 hereof or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         SECTION 9.6. ADVANCE PAYMENT OF EXPENSES. Expenses (including
attorneys' fees) incurred by a director or officer in defending a 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 the director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation as authorized in this
Section. Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the Board
of Directors deems appropriate. The Board of Directors may authorize the
Corporation's counsel to represent a director, officer, employee or agent in any
action, suit or proceeding, whether or not the Corporation is a party to such
action, suit or proceeding.

         SECTION 9.7. PROCEDURE FOR INDEMNIFICATION OF REQUIRED INDEMNITEES. Any
indemnification of a person the Corporation is required to indemnify under
Section 9.1 hereof, or advance of costs, charges and expenses of a person the
Corporation is required to pay under Section 9.6 hereof, shall be made promptly,
and in any event within 60 days, upon the written request of such person. If the
Corporation fails to respond within 60 days, then the request for
indemnification shall be deemed to be approved. The right to indemnification or
advances as granted by this Section 9.7 shall be enforceable by the person the
Corporation is required to indemnify under Section 9.1 hereof in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part. Such person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 9.5 hereof where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Section 9.3 hereof,
but the burden of proving such defense shall be on the Corporation. Neither the
failure of the

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Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 9.1 hereof, nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

         SECTION 9.8. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The
indemnification provisions of this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while these provisions as well as the
relevant provisions of the General Corporation Law of the State of Delaware are
in effect and any repeal or modification thereof shall not affect any right or
obligation then existing with respect to any state of facts then or previously
existing or any action, suit, or proceeding previously or thereafter brought or
threatened based in whole or in part upon any such state of facts. Such a
"contract right" may not be modified retroactively without the consent of such
director, officer, employee or agent.

         The indemnification provided by this Article IX shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any other Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her 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 9.9. INSURANCE. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to serve as a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against,
and incurred by, him or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article IX, so long as such insurance is available on
acceptable terms, which determination shall be made by a vote of a majority of
the Whole Board.

         SECTION 9.10. SAVINGS CLAUSE. If this Article IX or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the full extent permitted by any applicable portion
of this Article IX that shall not have been invalidated and to the full extent
permitted by applicable law.

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