Exhibit 3(ii)

AMENDED AND RESTATED        BYLAWS        OF        ON COMMAND CORPORATION        as of May 9, 2002

ARTICLE I    OFFICES

The corporation shall maintain a registered office in the State of Delaware as required by law. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II    MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings.All meetings of the stockholders for the election of directors shall be
held at such place, within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual Meetings.Annual meetings of stockholders shall be held on such date and at such time
as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting the stockholders shall elect a board of directors in accordance with
the provisions of Article Fifth of the corporation's Amended and Restated Certificate of Incorporation, as in effect from time to time (including without limitation any and all certificates of
designation theretofore filed by the corporation with the office of the secretary of state of the state of Delaware) (collectively, the "Certificate of Incorporation") and transact such other business
as may properly be brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, a stockholder's notice must be delivered to, or mailed to and received at, the principal executive offices of the corporation not less than 60 days nor more than
90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure was made. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (c) the class and number
of shares of the corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. The chairman of the annual meeting shall, if the
facts warrant, determine whether or not any business proposed to be brought before the meeting is properly brought before the meeting and in accordance with the provisions of this Section 2;
and if such chairman shall determine that any such business is not properly brought before the meeting, he or she shall so declare to the meeting, and any such business not properly brought before the
meeting shall not then be transacted.

Section 3.Special Meetings.Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the chief executive officer and shall be called by the chief executive officer or the secretary at the request
in writing of a majority of the entire Board of Directors, or at the request in writing of stockholders owning at least a majority of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered for this purpose as one class). Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4.Notice of Meetings.Written notice of each meeting, stating the place, date and hour of the
meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. Notice of any meeting shall state in general
terms the purpose or purposes for which the meeting is called.

Section 5.Quorum; Adjournments of Meetings.The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise
provided by statute, by the Certificate of Incorporation, or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 6.Vote; Proxy.When a quorum is present at any meeting, the vote of the holders of a majority by
voting power of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by
express provision of the statute, the Certificate of Incorporation or these Bylaws, a different vote (or a different quorum) is required, in which case such express provision shall govern and control
the decision of such question. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by such stockholder on the record date set by the Board of Directors as provided for in Article V, Section 6, hereof, but no
proxy shall be voted after three years from its date unless the proxy provides for a longer period. All proxies must be filed with the secretary of the corporation at the beginning of each meeting in
order to be counted in any vote at the meeting.

Section 7.Action in Lieu of Meeting.Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing, in accordance with Section 228(e) of the Delaware General Corporation Law.

Section 8.Stockholders Record.The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof
and may be inspected by any stockholder who is present.

Section 9.Notice of Stockholder Nominees.Only persons who are nominated in accordance with the
procedures set forth in this Section 9 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 9. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the
secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of the corporation which are beneficially owned by such person, and (iv) any other 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
(including, without limitation, such person's written consent to be named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the
notice, (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned
by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this Section 9. The chairman of the meeting shall, if the facts warrant, determine whether or not any nomination was made in accordance with the
procedures prescribed by the Bylaws and, if such
chairman shall determine that any such nomination was not made in accordance with such procedures, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

ARTICLE III    DIRECTORS

Section 1.Powers.The business of the corporation shall be managed by or under the direction of its
Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by the stockholders.

Section 2.Number of Directors.The number of directors which shall constitute the whole Board of
Directors shall not be less than seven. Subject to the limit above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual
meeting. The directors need not be stockholders of the corporation.

Section 3.Compensation of Directors.Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, the Board of Directors shall have the authority to fix the compensation and expenses of directors. No such payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for and expenses of attending committee meetings.

Section 4.Place of Meetings.The Board of Directors of the corporation may hold meetings, both regular
and special, either within or without the State of Delaware.

Section 5.Regular Meetings.Regular meetings of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by the Board of Directors.

Section 6.Special Meetings.Special meetings of the Board of Directors may be called by the chief
executive officer on two days' notice to each director, either personally or by mail, facsimile or e-mail. Special meetings shall be called by the chief executive officer or the secretary
in like manner and on
like notice on the written request of a majority of the entire board, unless the Board of Directors consists of only one director, in which case special meetings shall be called by the chief executive
officer or the secretary in like manner and on like notice at the request in writing of such sole director. Such request shall state, in general terms, the purpose or purposes of the proposed meeting.

Section 7.Quorum.At all meetings of the Board of Directors, a majority of the number of directors
constituting the whole board shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically required by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.Action in Lieu of Meeting.Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, 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 of Directors
or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 9.Conference Call Meetings.Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or of any committee, by means of
conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other; and such participation in a meeting shall constitute presence in person at the meeting.

Section 10.Committees of the Board of Directors.The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In
the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any
such committee, to the extent provided in the resolution of the Board of Directors, 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, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or recommending to stockholders, any action or matter expressly required by the General Corporation Law of Delaware
to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any bylaw of the corporation. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

Section 11.Minutes of Meetings.Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

ARTICLE IV    OFFICERS

Section 1.General.The officers of the corporation shall be chosen by the Board of Directors and may
include a president, a secretary and such other officers as in the determination of the Board of Directors are desirable for the conduct of the business of the corporation, including without
limitation any number of vice presidents and senior vice presidents, any number of assistant secretaries, a treasurer and any number of assistant treasurers. The president or, in the absence of a
president, the Chairman of the Board, shall serve as chief executive officer until such time as the Board of Directors appoints a chief executive officer in addition to, or in lieu of, the president
or the Chairman of the Board. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2.Powers and Duties.Each of the officers of the corporation shall, unless otherwise ordered by
the Board of Directors, have such powers and duties as generally pertain to his respective office as well as such powers and duties as from time to time may be conferred upon him by the Board of
Directors.

Section 3.Salary.The salaries and other compensation (if any) of all officers of the corporation at or
above the level of "Senior Vice President" shall be fixed by the Board of Directors or a committee thereof. The salaries and other compensation (if any) of all other officers and agents of the
corporation shall be fixed in such manner as the Board of Directors or a committee thereof shall determine.

Section 4.Term of Office; Removal; Vacancy.Officers shall hold their offices for such terms as are
determined by the Board of Directors. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer elected
or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any officer may resign at any time upon written notice to the
corporation.

Section 5.Power to Vote Stock.Unless otherwise ordered by the Board of Directors, any officer of the
corporation having the title vice president or higher shall have the full power and authority on behalf of the corporation to attend and to vote at any meeting of the stockholders of any corporation
in which the corporation may hold any equity interest, and may exercise on behalf of the corporation any and all of the rights and powers incident to the ownership of such equity interest at any such
meeting and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the corporation in connection with the exercise by the corporation of the rights and powers
incident to the ownership of such equity interests. The Board of Directors, from time to time, may confer like powers upon any other person or persons.

ARTICLE V    CAPITAL STOCK

Section 1.Certificates of Stock.The shares of the corporation shall be represented by certificates or
shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chief executive officer or a vice president or senior vice president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the corporation.

Section 2.Facsimile Signatures.Any or all of the signatures on a certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have 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 were such officer, transfer agent or registrar at the date of issue.

Section 3.Lost, Stolen or Destroyed Certificates.The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares,
the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner
of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.Fixing Record Date.In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled 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 fix, in advance, a record date which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. 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; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 5.Registered Stockholders.The corporation shall be entitled to recognize as the exclusive owner
of any shares the person registered on its books as the owner of such shares and may recognize such registered owner as the only person entitled to receive any dividends or distributions with respect
to such shares, and to vote such shares, and the corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not the corporation shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

ARTICLE VI    NOTICES

Section 1.Notice.Whenever, under the provisions of the statutes, the Certificate of Incorporation or
these Bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing, by mail or delivery service, addressed to such director or stockholder at his address
as it appears on the records of the corporation, with postage or delivery fees thereon prepaid; and such notice shall be deemed to be given at the time when the same shall be deposited in the United
States mail or with such delivery service. Notice to directors may also be given by facsimile or e-mail.

Section 2.Waiver.Whenever any notice is required to be given under the provisions of the statutes, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII    GENERAL PROVISIONS

Section 1.Dividends.Subject to applicable law and any relevant provisions of the Certificate of
Incorporation, dividends upon the capital stock of the corporation, if any, may be declared by the Board of Directors at any regular or special meeting. Any such dividends may be declared and paid in
cash, in property, or in shares of the capital stock, subject to applicable law and the Certificate of Incorporation.

Section 2.Reserves.Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation; and the directors may
modify or abolish any such reserve in the manner in which it was created.

Section 3.Fiscal Year.The fiscal year of the corporation shall be the calendar year, unless another
period shall be fixed by resolution of the Board of Directors.

Section 4.Seal.The corporate seal shall have inscribed thereon the name of the corporation, the year of
its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII    INDEMNIFICATION

Each person who was or is a party 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 is or was a director or officer of the corporation, whether the basis of such proceeding is any alleged action or omission in an official
capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized or permitted by the General Corporation Law of
Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than
said law permitted the corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding, and such indemnification shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person;provided, however,that,
except as provided in the following paragraph, the corporation shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding (or part thereof) initiated by
such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred in connection with the defense or investigation of any such action, suit or proceeding as incurred and in advance of any
disposition thereof; provided, however, that if the General Corporation Law of Delaware requires, the payment of such expenses incurred by a director or officer in his capacity as such in advance of
the final disposition of any such action, suit or proceeding shall be made only upon receipt by the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of the Board of Directors,
provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

If
a claim under the preceding paragraph is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation
Law of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation
(including the Board of Directors, independent legal counsel or 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 has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the corporation (including the Board of
Directors, independent legal counsel or 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.

The
right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, any other provision of these Bylaws (as they may be amended), agreement, vote of
stockholders or disinterested director or otherwise.

The
corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.

ARTICLE IX    AMENDMENTS

These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon
the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new bylaws is contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon
the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.



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