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                                                                     EXHIBIT 3.3

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                           HANOVER COMPRESSOR COMPANY
                             A DELAWARE CORPORATION

                                   ARTICLE I

                                    Offices

     SECTION 1.1  The corporation shall maintain a registered office in the
State of Delaware as required by law. The corporation may also have such other
offices, either within or without the State of Delaware, as the business of the
corporation may require.

                                   ARTICLE II

                                  Stockholders

     SECTION 2.1  ANNUAL MEETING. An annual meeting of the stockholders shall be
held commencing in 2000 on the third Thursday of May of each year, if not a
legal holiday, and if a legal holiday, then on the next succeeding business day,
for the election of directors and for the transaction of such other business as
may come before the meeting.

     SECTION 2.2  SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the President, the board of directors, or by a request in writing from
the holders of not less than 10% of the issued and outstanding voting stock of
the corporation. Within ten days after the receipt of such a written request,
the President or another officer designated by the President must send a notice
of meeting in accordance with section 2.4 hereof.

     SECTION 2.3  PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. If a special meeting be called otherwise than by the board of
directors, the place of meeting must be in the county of New Castle, State of
Delaware.

     SECTION 2.4  NOTICE OF MEETING. Written notice stating the place, date and
hour of the meeting, the place where the stockholder list may be examined prior
to the meeting, if different from the place of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given in person or sent by mail or overnight express service not less
than ten nor more than sixty days before the date of the meeting, or in the case
of a merger or consolidation of the corporation requiring stockholder approval
or a sale, lease or exchange of all or substantially all of the corporation's
assets, not less than twenty nor more than sixty days before the date of
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, notice shall be deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of
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the corporation. If notice is given by overnight express service, such notice
shall be deemed given one day after delivery to such express service. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting 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 unless, after adjournment, a new record date is fixed for the adjourned
meeting, in either of which cases notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting. Notice need not
be given to any stockholder who submits a written waiver of notice signed by
such stockholder either before or after any meeting. Attendance by a stockholder
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
need be specified in any waiver of notice of such meeting.

     SECTION 2.5  FIXING OF RECORD DATE. (a) 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, the board of directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the board of directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the board of directors, 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. 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.

     (b) In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by the Delaware General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action.

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     (c) In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.

     SECTION 2.6  VOTING LISTS. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten 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 number of shares registered in his name, which list, for a
period of ten days prior to such meeting, shall be kept on file either at a
place within the city where the meeting is to be held and 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, and shall be open to the examination of any
stockholder, for any purpose germane to the meeting, at any time during ordinary
business hours. Such 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 2.7  STOCK LEDGER. The stock ledger shall be the only evidence as
to who are the stockholders entitled to examine the stock ledger or the books of
the corporation, or to vote in person or by proxy at any meeting of
stockholders.

     SECTION 2.8  QUORUM. A majority of the outstanding shares of voting stock
of the corporation, represented in person or by proxy, shall constitute a quorum
at any meeting of stockholders; provided, however, that if less than a majority
of the outstanding shares of voting stock are represented at said meeting, a
majority of the shares of voting stock so represented may adjourn the meeting.
If a quorum is present, the affirmative vote of a majority of the shares of
voting stock represented at the meeting shall be the act of the stockholders in
all matters other than the election of directors, who shall be elected by a
plurality of the votes of the shares present in person or by proxy and entitled
to vote on the election of directors, unless the vote of a greater number or
voting by classes is required by the Delaware General Corporation Law, the
certificate of incorporation or these bylaws. At any adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been
transacted at the original meeting. Requirements of notice at any adjourned
meeting are governed by Section 2.4 hereof. Withdrawal of stockholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.

     SECTION 2.9  PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. Every proxy must be signed
by the stockholder or his attorney-in-fact. A duly executed proxy shall be
irrevocable if it states that it is irrevocable, and if, and only as long as, it
is coupled with an interest sufficient in

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law to support an irrevocable power. A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

     SECTION 2.10  VOTING OF STOCK. Subject to the provisions of the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of the voting stock held by such
stockholder.

     SECTION 2.11  VOTING OF STOCK BY CERTAIN HOLDERS. Persons holding stock in
a fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee or his proxy may represent such
stock and vote thereon. Shares of its own stock belonging to the corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the corporation, shall neither be entitled to vote nor counted for quorum
purposes, but shares of its stock held by the corporation in a fiduciary
capacity may be voted by it and counted for quorum purposes.

     SECTION 2.12  CONSENT OF STOCKHOLDERS. (a) 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 which may be
taken at any annual or special meeting of 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 and shall be delivered to the corporation by
delivery to its principal place of business, or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
in Delaware shall be by hand or by certified or registered mail, return receipt
requested.

     (b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by this section to the
corporation, written consents signed by a sufficient number of holders to take
such action are delivered to the corporation by delivery to its registered
office in Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
in Delaware shall be by hand or by certified or registered mail, return receipt
requested.

     (c) Prompt notice of the taking of any corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented thereto in writing.

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     SECTION 2.13  VOTING BY BALLOT. Voting in any election of directors may, if
permitted by the certificate of incorporation, be by voice vote, and voting on
any other question shall be by voice vote unless, in each case, the presiding
officer shall order or any stockholder shall demand that voting be by ballot.

     SECTION 2.14  INSPECTORS. The board of directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, or upon the request of any
stockholder shall, appoint one or more inspectors. In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, if any, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him, her or them and execute a
certificate of any fact found by him, her or them.

                                  ARTICLE III

                                   Directors

     Section 3.1  GENERAL POWERS. The business of the corporation shall be
managed by or under the direction of its board of directors, except as otherwise
provided in the certificate of incorporation.

     SECTION 3.2  NUMBER AND QUALIFICATIONS. The number of directors of the
corporation shall be seven or such other number as may be determined from time
to time by the board of directors of the corporation at a duly held meeting
thereof. Directors need not be stockholders of the corporation, citizens of the
United States or residents of the State of Delaware.

     SECTION 3.3  ELECTION AND TERM. The board of directors shall be elected at
the annual meeting of the stockholders of the corporation and shall hold office
until their successors are elected and qualified or until their earlier death,
resignation or removal. Any director may resign at any time upon written notice
to the corporation. Thereafter, directors who are elected at an annual meeting
of stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
of stockholders and until their successors are elected and qualified or until
their earlier death, resignation or removal. In the interim between annual
meetings of stockholders or of special meetings of

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stockholders called for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that connection, newly
created directorships and any vacancies in the board of directors, including
vacancies resulting from the removal of directors, may be filled by the vote of
a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.

     SECTION 3.4  REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this bylaw, immediately after, and at
the same place as, the annual meeting of stockholders. Meetings of the board of
directors may be held either within or without the State of Delaware. The board
of directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.

     SECTION 3.5  SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the President or any director. The person
or persons calling such special meeting of the board of directors shall fix a
place, either within or without the State of Delaware, as the place for holding
such special meeting of the board of directors.

     SECTION 3.6  NOTICE. Notice of any special meeting stating the time and
place of such meeting shall be given at least three days previous thereto by
written notice delivered personally or sent by mail or overnight express service
to each director at his business address. Such notice shall be deemed to be
delivered when deposited in the United States mail or given to such overnight
express service so addressed, with postage thereon prepaid. Notice need not be
given to any director who submits a written waiver of notice signed by him
either before or after any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. 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 or waiver of such meeting.

     SECTION 3.7  QUORUM. A majority of the number of directors fixed by or
determined in accordance with these bylaws (or of the members of any committee
in the case of a meeting of a committee of the board of directors) shall
constitute a quorum for the transaction of business at any meeting of the board
of directors or of such committee, provided, however, that if less than a
majority of such number of directors are present at said meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice. Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee thereof

     SECTION 3.8  MANNER OF ACTING. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors or of a committee of the board, as the case may be.

     SECTION 3.9  ACTION WITHOUT A MEETING. 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 the members of the board or committee, as
the case may be, consent

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thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     SECTION 3.10  COMPENSATION. The board of directors shall have authority to
establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise.

     SECTION 3.11  LIABILITY FOR UNLAWFUL PAYMENT OF DIVIDEND. In case of any
willful or negligent violation of the provisions of sections 160 or 173 of the
Delaware General Corporation Law regarding the payment of dividends, any
director who may have been absent when the same was done, or who may have
dissented from the act or resolution by which the same was done, may exonerate
himself from such liability by causing his dissent to be entered on the books
containing the minutes of the proceedings of the directors at the time the same
was done, or immediately after he has notice of the same.

     SECTION 3.12  TELEPHONE MEETINGS. Members of the board of directors or of
any committee thereof may participate in a meeting of the board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at the meeting.

     SECTION 3.13  REMOVAL. Any director or the entire board of directors may be
removed with or without cause by the holders of a majority of the shares then
entitled to vote at an election of directors.

     SECTION 3.14  COMMITTEES. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. 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,
to the extent permitted under the Delaware General Corporation Law.

                                   ARTICLE IV

                                    Officers

     SECTION 4.1  NUMBER. The officers of the corporation shall be a President,
a Treasurer, a Secretary, and such Vice Presidents, Assistant Treasurers,
Assistant Secretaries or other officers as may be elected by the board of
directors. Any two or more offices may be held by the same person.

     SECTION 4.2  ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of stockholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. New offices may be created and filled at
any meeting of the board of directors. Each officer shall hold office until his
successor is elected and has qualified or until his earlier death, resignation
or removal. Any

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officer may resign at any time upon written notice to the corporation. Election
of an officer shall not of itself create contract rights.

     SECTION 4.3  REMOVAL. Any officer elected by the board of directors may be
removed by the board of directors whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

     SECTION 4.4  VACANCIES. A vacancy in any office occurring because of death,
resignation, removal or otherwise, may be filled by the board of directors.

     SECTION 4.5  THE PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject only to the board of directors, shall
have general authority over, and general management and control of, the
property, business and affairs of the corporation. The President shall preside
at all meetings of the stockholders and of the board of directors. The President
shall have authority to vote all shares of stock of any other corporation
standing in the name of the corporation, at any meeting of the stockholders of
such other corporation or by written consent of the stockholders of such other
corporation, and may, on behalf of the corporation, waive any notice of the
calling of any such meeting, and may give a written proxy in the name of the
corporation to vote any or all shares of stock of such other corporation owned
by the corporation at any such meeting. The President shall perform such other
duties as may be prescribed by the board of directors from time to time.

     SECTION 4.6  THE VICE PRESIDENTS. Each of the Vice Presidents, if any,
shall report to the President or such other officer as may be determined by the
board of directors. Each Vice President shall have such duties and
responsibilities as from time to time may be assigned to him by the President or
the board of directors.

     SECTION 4.7  THE TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these bylaws; (b) in general,
perform all the duties incident to the office of the treasurer and such other
duties as may from time to time be assigned to him by the President or the board
of directors. In the absence of the Treasurer, or in the event of his incapacity
or refusal to act, or at the direction of the Treasurer, any Assistant Treasurer
may perform the duties of the Treasurer.

     SECTION 4.8  THE SECRETARY. The Secretary shall: (a) record all the
proceedings of the meetings of the stockholders and board of directors in one or
more books kept for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all certificates for shares of
stock, instruments and all other documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these bylaws; (d) keep a register of the post office address of
each stockholder which shall be furnished to the Secretary by such

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stockholder; (e) have general charge of the stock transfer books of the
corporation and (f) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the President or the board of directors. In the absence of the Secretary, or in
the event of his incapacity or refusal to act, or at the direction of the
Secretary, any Assistant Secretary may perform the duties of Secretary.

                                   ARTICLE V

                                Contracts, Loans
                              Checks and Deposits

     Section 5.1  CONTRACTS. Except as otherwise determined by the board of
directors or provided in these bylaws, all deeds and mortgages made by the
corporation and all other written contracts and agreements to which the
corporation shall be a party shall be executed in its name by the President or
any Vice President.

     SECTION 5.2  LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

     SECTION 5.3  CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 5.4  DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.

                                   ARTICLE VI

                           Certificates for Shares of
                            Stock and Their Transfer

     Section 6.1  CERTIFICATES FOR SHARES OF STOCK. Certificates representing
shares of stock of the corporation shall be in such form as may be determined by
the board of directors. Such certificates shall be signed by the President or
any Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. If any such certificate is manually
countersigned by a transfer agent other than the corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it my 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. The name of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on

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the books of the corporation. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new certificate may be issued therefor upon such terms, indemnity and surety to
the corporation as the board of directors may prescribe.

     SECTION 6.2  TRANSFER OF SHARES OF STOCK. Transfers of shares of stock of
the corporation shall be made on the books of the corporation by the holder of
record thereof or by his or her legal representative, who shall furnish proper
evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation.

     SECTION 6.3  TRANSFER AGENTS AND REGISTRARS. The board of directors may
appoint one or more transfer agents or assistant transfer agents and one or more
registrars of transfers, and may require all certificates for shares of stock of
the corporation to bear the signature of a transfer agent or assistant transfer
agent and a registrar of transfers. The board of directors may at any time
terminate the appointment of any transfer agent or any assistant transfer agent
or any registrar of transfers.

                                  ARTICLE VII

                                Indemnification

     Section 7.1  DIRECTORS AND OFFICERS. (a) The corporation shall indemnify
any person who was or is a party or is threatened to be made party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, manager or officer of another corporation,
partnership, joint venture, trust, limited liability company or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she 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, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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.

     (b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the

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corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, manager or officer of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she 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, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which 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 Court of
Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the extent that any person referred to in paragraphs (a) and (b) of
this Section 7.1 has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to therein 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.

     (d) Any indemnification under paragraphs (a) and (b) of this section 7.1
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this
Section 7.1. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

     (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may 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 provided in this section 7.1.

     (f) The indemnification and advancement of expenses provided by or granted
pursuant to this section 7.1 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any statute, bylaw, 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.

     (g) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, manager, officer, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other

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enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this section 7.1.

     (h) For purposes of this section 7.1, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (i) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, 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.

     (j) Unless otherwise determined by the board of directors, references in
this section to "the corporation" shall include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
manager, officer, employee or agent of another corporation, partnership, joint
venture, trust, limited liability company or other enterprise, shall stand in
the same position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     SECTION 7.2  EMPLOYEES AND AGENTS. The board of directors may, by
resolution, extend the indemnification provisions of the foregoing section 7.1
to any 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 by reason of the
fact that he or she is or was an employee or agent of the corporation, or is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise.

                                  ARTICLE VIII

                                  Fiscal Year

     Section 8.1  The fiscal year of the corporation shall end on December 31 or
on such other date as the board of directors may from time to time determine by
resolution.

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                                   ARTICLE IX

                                   Dividends

     Section 9.1  The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided by law and its certificate of
incorporation.

                                   ARTICLE X

                                      Seal

     SECTION 10.1  The corporate seal of the corporation shall be in the form of
a circle and shall have the name of the corporation and the words "Corporate
Seal, Delaware" written therein or inscribed thereon.

                                   ARTICLE XI

                                WAIVER OF NOTICE

     SECTION 11.1  Whenever any notice whatever is required to be given under
any provision of these bylaws or of the certificate of incorporation or of the
Delaware General Corporation Law, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transactions of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders or directors or of a committee of
the board of directors need be specified in any written waiver of notice.

                                  ARTICLE XII

                                  Amendments

     SECTION 12.1  These bylaws may be altered, amended or repealed and new
bylaws may be adopted at any meeting of the board of directors of the
corporation by a majority of the whole board of directors then in office, or by
the stockholders.

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