**Exhibit 3.3**

**AMENDED AND RESTATED**

**BY-LAWS**

**OF**

**TOYS “R” US, INC.**

A Delaware corporation 

*(Adopted as ofJune 10, 2008)*

ARTICLE I 

OFFICES 

Section 1.Registered Office. The registered office of the corporationin the State of Delaware shall be located at 2711 Centerville Road, Wilmington, Delaware 19808. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agentof the corporation may be changed from time to time by action of the board of directors. 

Section 2.Other Offices. Thecorporation 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 and Time of Meetings. As required by law, an annual meeting of the stockholders shall be held forthe purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, of the annual meeting shall be determined by the chief executive officer of the corporation; provided, thatif the chief executive officer does not act, the board of directors shall determine the date, time and place, if any, of such meeting. The board of directors is expressly authorized to determine that in lieu of a place any meeting of stockholdersmay be held solely by means of remote communication. 

Section 2.Special Meetings. Special meetings of stockholders maybe called for any purpose and may be held at such time and place, if any, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time bythe board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shallstate the purpose or purposes of the meeting and shall be delivered to the chief executive officer. 

Section 3.Place ofMeetings. The board of directors may designate any place, if any, 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 no designation ismade, or if a special meeting is otherwise called, the place of meeting shall be the principal executive office of the corporation. 

Section 4.Notice. Unless otherwise required by law, the certificate of incorporation,or these By-laws, whenever stockholders are required or permitted to take action at a meeting, notice stating the place, if any, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to eachstockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail or by any other method permitted byapplicable law, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation.Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting isnot lawfully called or convened. 

Section 5.Stockholders List. The officer having charge of the stock ledger of thecorporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the numberof 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 ten (10) days prior to themeeting, in accordance with applicable law. 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 6.Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote at a meeting of stockholders,present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum shall not be present or represented at any meetingof the stockholders, the holders of a majority of the shares present in person or represented by proxy at the meeting shall have power to adjourn the meeting from time to time until a quorum shall be present or represented. When a quorum is oncepresent to commence a meeting of the stockholders, it is not broken by the subsequent withdrawal of any stockholder or their proxies. 

Section 7.Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournmentis taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

Section 8.Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act ofthe stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision ofsuch question. 

Section 9.Voting Rights. Except as otherwise provided by the General Corporation Lawof the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one(1) vote in person or by proxy for each share of common stock held by such stockholder. 

Section 10.Proxies. Eachstockholder 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 or her by proxy, but no such proxy shall be voted oracted upon after three (3) years from its date, unless the proxy provides for a longer period. 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 sufficientin 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. Any proxy is suspended when theperson executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have allvoting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted toand examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular. 

Section 11.Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders of the corporation, or any action which 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 orconsents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votesthat 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 registered office in the state of Delaware, or thecorporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actuallyreceived at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless,within sixty (60) days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Promptnotice 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 and who would otherwise be entitled to receive notice if the action had beentaken at a meeting of stockholders. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 

ARTICLE III 

DIRECTORS 

Section 1.General Powers. The business and affairs of the corporationshall be managed by or under the direction of the board of directors. 

Section 2.Number, Election and Term of Office.The number of directors shall be ten (10) and hereafter, shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy atthe meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold officeuntil a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. The board of directors may elect or appoint a chairman (who shall be a director of the corporation) to preside atmeetings of the board of directors. 

Section 3.Removal and Resignation. Any director or the entire board of directorsmay be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by theprovisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares ofthat class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time by delivery of written notice of resignation to the corporation. 

Section 4.Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors maybe filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death,resignation or removal as herein provided. 

Section 5.Annual Meetings. The annual meeting of each newly elected boardof directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders. 

Section 6.Other Meetings and Notice. Regular meetings, other than the annual meeting, 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 byresolution of the board. Special meetings of the board of directors may be called by or at the request of the chief executive officer or any director then in office on at least twenty-four (24) hours notice to each director, either personally,by telephone, by mail, or by telegraph. 

Section 7.Quorum, Required Vote and Adjournment. A majority of the totalnumber of directors shall constitute a quorum for the transaction of business. Any vacancy resulting from the failure of the Sponsor Majority (as defined in the Stockholders Agreement) to agree upon an 

independent director to fill such vacancy shall not be counted toward the total number of directors for purposes of determining a quorum. The vote of amajority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until a quorum shall be present. 

Section 8.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, which to the extent provided insuch resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by theboard of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. 

Section 9.Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of theboard of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and thatmember’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and notdisqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member. In the event any personshall cease to be a director of the corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the board of directors. 

Section 10.Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conferencetelephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting. 

Section 11.Waiver of Notice. Any member of the board of directors or any committee thereof who is present at a meeting shall beconclusively presumed to have waived notice of such meeting except when such member attends 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 orconvened. 

Section 12.Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, anyaction 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 electronictransmission, and the writing or writings or the electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. 

ARTICLE IV 

OFFICERS 

Section 1.Number. The officers of the corporation shall be elected bythe board of directors and shall consist of a chief executive officer and/or a president, one or more vice-chairmen, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary ordesirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of chiefexecutive officer and secretary shall be filled as expeditiously as possible. 

Section 2.Election and Term of Office.The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as practicable. Vacancies may be filled or new offices created and filledat any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. 

Section 3.Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in itsjudgment 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.Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, maybe filled by the board of directors for the unexpired portion of the term by the board of directors then in office. 

Section 5.Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation. 

Section 6.The Chief Executive Officer. The chief executive officer shall be the chief executive officer of the corporation; shallpreside at all meetings of the stockholders and board of directors at which he is present (if he is also a director); subject to the powers of the board of directors, shall have general charge of the business, affairs and property of thecorporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to someother officer or agent of the corporation. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws. 

Section 7.The President. If there is no chief executive officer then in office, thepresident shall perform the duties of, and shall be subject to all other restrictions of, the chief executive officer. The president shall, in the absence or disability of the chief executive officer, act with all powers and be subject to all otherrestrictions of the chief executive officer. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws. 

Section 8.Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by theboard of directors or by the chief executive officer, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other dutiesand have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. 

Section 9.Vice-chairmen. The vice-chairman, or if there shall be more than one, the vice-chairmen, shall perform such duties and have such other powers as the board of directors, the chief executive officer or theseby-laws may, from time to time, prescribe. 

Section 10.The Secretary and Assistant Secretaries. The secretary shallattend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executiveofficer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or theseby-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when soaffixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary andshall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe. 

Section 11.The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when suchdisbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of thecorporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation abond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the 

office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers,vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determinedby the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board ofdirectors, the chief executive officer or treasurer may, from time to time, prescribe. 

Section 12.Other Officers,Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed byresolution of the board of directors. 

Section 13.Absence or Disability of Officers. In the case of the absence ordisability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of suchofficer to any other officer or to any director, or to any other person whom it may select. 

ARTICLE V 

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS 

Section 1.Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it isempowered to do so unless prohibited from doing so by the General Corporation Law of the State 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 thecorporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such personin connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such personseeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract rightand, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its 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. 

Section 2.Procedure for Indemnification of Directors and Officers. Anyindemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the writtenrequest of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to awritten request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to suchrequest is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expensesincurred in connection with successfully establishing his 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 toenforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make itpermissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation(including its 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 theapplicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant hasnot 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 3.Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shallnot be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. 

Section 4.Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or wasa director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise againstany liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V. 

Section 5.Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall bepaid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amountif it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deemsappropriate. 

Section 6.Employees and Agents. Persons who are not covered by the foregoingprovisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or otherenterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors. 

Section 7.Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of theGeneral Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts orproceeding then existing. 

Section 8.Merger or Consolidation. For purposes of this Article V, references to “thecorporation” 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 hadpower 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 constituentcorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as heor she would have with respect to such constituent corporation if its separate existence had continued. 

ARTICLE VI 

CERTIFICATES OF STOCK 

Section 1.Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chief executive officer, the president, a vice-chairman or avice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation, provided that the board of directors may, by resolution, providethat some or all of any or all classes or series of its stock shall be uncertificated shares. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or(2) by a registrar, other than the corporation or its employee, the signature of any such chief executive officer, president, vice-president, vice-chairman, secretary, or assistant secretary may be facsimiles. In case any officer or officerswho have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before suchcertificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature orsignatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented therebyare issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by suchholder’s attorney duly 

authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons ordelivery of duly executed instructions with respect to uncertificated shares, with such evidence of the authenticity of such endorsement or execution, transfer, authorization, and other matters as the corporation may reasonably require, andaccompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on itsbooks. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series ofsecurities of the corporation. 

Section 2.Lost Certificates. The board of directors may direct a new certificate orcertificates to be issued in place of any certificate or certificates previously 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 stockto be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, ordestroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destructionof any such certificate or the issuance of such new certificate. 

Section 3.Fixing a Record Date for StockholderMeeting. In order for the corporation to 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 thedate 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 (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed bythe board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, atthe 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. 

Section 4.Fixing a Record Datefor Action by Written Consent. In order for the corporation to 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 thedate upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board ofdirectors. 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 bystatute, 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 the State of 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 statute, therecord 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. 

Section 5.Fixing a Record Date for Other Purposes. In order for the corporation to determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board ofdirectors 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 (60) days prior to such action. If no record date isfixed, 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 6.Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or sharesof stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights andpowers of an owner, except as otherwise required by law. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise required by law. 

Section 7.Subscriptions for Stock. Unless otherwiseprovided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for paymenton subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount duein the same manner as any debt due the corporation. 

ARTICLE VII 

GENERAL PROVISIONS 

Section 1.Dividends. Dividends upon thecapital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or inshares of the capital stock, subject to the provisions of the certificate of incorporation. 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 fromtime 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 any other purpose and the directors may modifyor abolish any such reserve in the manner in which it was created. 

Section 2.Checks, Drafts or Orders. All checks,drafts, or other orders for the payment of money by or to the corporation and all notes and 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 be determined byresolution of the board of directors or a duly authorized committee thereof. 

Section 3.Contracts. The board ofdirectors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general orconfined to specific instances. 

Section 4.Loans. Except as otherwise provided by law, the corporation may lend moneyto, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of thedirectors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directorsshall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or underany statute. 

Section 5.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board ofdirectors. 

Section 6.Corporate Seal. The board of directors shall provide a corporate seal which shall be in the formof a circle and shall have inscribed thereon the name of the corporation 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. 

Section 7.Voting Securities Owned By Corporation. Voting securities in any other corporation or entity held by the corporationshall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any personauthorized to vote securities shall have the power to appoint proxies, with general power of substitution. 

Section 8.Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for anyproper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as astockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or otheragent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business. 

Section 9.Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given anysubstantive effect in limiting or otherwise construing any provision herein. 

Section 10.Inconsistent Provisions. In the event that any provision of these by-lawsis or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of suchinconsistency but shall otherwise be given full force and effect. 

ARTICLE VIII 

AMENDMENTS 

These by-laws may beamended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divestthe stockholders of the same powers. 

ARTICLE IX 

STOCKHOLDERS AGREEMENT 

The corporation and certain stockholders have entered into a stockholdersagreement dated as of July 21, 2005 (as amended from time to time in accordance with its terms, the “Stockholders Agreement”). The provisions of these by-laws are subject in their entirety to the provisions of the StockholdersAgreement, including, without limitation, (i) the voting rights under Section 8 of Article II hereof, (ii) the election, term, resignation and removal of members of the board of directors and committees thereof under Article IIIhereof, (iii) the hiring, removal and compensation of officers under Article IV hereof, (iv) dividends under Section 1 of Article VII hereof, and (v) amendments under Article VIII hereof.