Exhibit 3.3  
 TRAVELCENTERS OF AMERICA LLC  
  AMENDED AND RESTATED BYLAWS  
  As Amended and Restated February 27,
2009


Table
of Contents  ARTICLE I OFFICES
  1Section 1.1.
  Offices
  1ARTICLE II MEETINGS OF SHAREHOLDERS
  1Section 2.1.
  Place
  1Section 2.2.
  Annual Meeting
  1Section 2.3.
  Special Meetings
  1Section 2.3.1.
  General
  1Section 2.3.2.
  Shareholder Requested Special Meetings
  2Section 2.4.
  Notice of Regular or Special Meetings
  4Section 2.5.
  Notice of Adjourned Meetings
  4Section 2.6.
  Scope of Meetings
  4Section 2.7.
  Organization of Shareholder Meetings
  4Section 2.8.
  Quorum
  5Section 2.9.
  Voting
  6Section 2.10.
  Proxies
  6Section 2.11.
  Record Date
  6Section 2.12.
  Voting of Shares by Certain Holders
  6Section 2.13.
  Inspectors
  6Section 2.14.
  Nominations and Other Proposals to be
  Considered at Meetings of Shareholders
  7Section 2.14.1.
  Annual Meetings of Shareholders
  7Section 2.14.2.
  Shareholder Nominations or Other Proposals Causing Covenant Breaches
  or Defaults
  13Section 2.14.3.
  Shareholder Nominations or Other Proposals Requiring Governmental
  Action
  14Section 2.14.4.
  Special Meetings of Shareholders
  15Section 2.14.5.
  General
  16Section 2.15.
  Voting by Ballot
  18Section 2.16.
  Proposals of Business Which Are Not Proper
  Matters For Action By Shareholders
  18ARTICLE III DIRECTORS
  18Section 3.1.
  General Powers; Qualifications; Directors
  Holding Over
  18Section 3.2.
  Independent Directors and Managing
  Directors
  18Section 3.3.
  Number and Tenure
  19Section 3.4.
  Annual and Regular Meetings
  19Section 3.5.
  Special Meetings
  19Section 3.6.
  Notice
  20Section 3.7.
  Quorum
  20Section 3.8.
  Voting
  20Section 3.9.
  Telephone Meetings
  20Section 3.10.
  Action by Written Consent of Board of
  Directors
  20  i


Section 3.11.
  Waiver of Notice
  21Section 3.12.
  Vacancies
  21Section 3.13.
  Compensation
  21Section 3.14.
  Removal of Directors
  21Section 3.15.
  Surety Bonds
  21Section 3.16.
  Reliance
  22Section 3.17.
  Qualifying Shares Not Required
  22Section 3.18.
  Certain Rights of Directors, Officers,
  Employees and Agents
  22Section 3.19.
  Emergency Provisions
  22ARTICLE IV COMMITTEES
  22Section 4.1.
  Number; Tenure and Qualifications
  22Section 4.2.
  Powers
  23Section 4.3.
  Meetings
  23Section 4.4.
  Telephone Meetings
  23Section 4.5.
  Action by Written Consent of Committees
  23Section 4.6.
  Vacancies
  23ARTICLE V OFFICERS
  
  24Section 5.1.
  General Provisions
  24Section 5.2.
  Removal and Resignation
  24Section 5.3.
  Vacancies
  24Section 5.4.
  Chief Executive Officer
  24Section 5.5.
  Chief Operating Officer
  24Section 5.6.
  Chief Financial Officer
  25Section 5.7.
  Chairman of the Board
  25Section 5.8.
  Vice Chairman of the Board
  25Section 5.9.
  President
  25Section 5.10.
  Vice Presidents
  25Section 5.11.
  Secretary
  25Section 5.12.
  Treasurer
  25Section 5.13.
  Assistant Secretaries and Assistant
  Treasurers
  26Section 5.14.
  General Powers of Officers
  26ARTICLE VI CHECKS AND DEPOSITS
  26Section 6.1.
  Checks and Drafts
  26Section 6.2.
  Deposits
  26ARTICLE VII SHARES
  
  26Section 7.1.
  Certificates
  26Section 7.2.
  Transfers
  27Section 7.3.
  Mutilated, Destroyed, Lost or Stolen
  Certificates
  27Section 7.4.
  Closing of Transfer Books or Fixing of
  Record Date
  28Section 7.5.
  Stock Ledger
  29ARTICLE VIII REGULATORY COMPLIANCE AND
  DISCLOSURE
  29Section 8.1.
  Actions Requiring Regulatory Compliance
  Implicating the Company
  29Section 8.2.
  Compliance With Law
  30  ii


Section 8.3.
  Limitation on Voting Shares or Proxies
  30Section 8.4.
  Representations, Warranties and Covenants
  Made to Governmental or Regulatory Bodies
  31Section 8.5.
  Board of Directors Determinations
  31ARTICLE IX FISCAL YEAR
  31Section 9.1.
  Fiscal Year
  31ARTICLE X DIVIDENDS AND OTHER DISTRIBUTIONS
  31Section 10.1.
  Dividends and Other Distributions
  31ARTICLE XI SEAL
  
  31Section 11.1.
  Seal
  31Section 11.2.
  Affixing Seal
  31ARTICLE XII WAIVER OF NOTICE
  32Section 12.1.
  Waiver of Notice
  32ARTICLE XIII AMENDMENT OF BYLAWS
  32Section 13.1.
  Amendment of Bylaws
  32ARTICLE XIV MISCELLANEOUS
  32Section 14.1.
  References to Limited Liability Company Agreement of the Company;
  Conflicting Provisions
  32Section 14.2.
  Costs and Expenses
  32Section 14.3.
  Ratification
  33Section 14.4.
  Ambiguity
  33Section 14.5.
  Inspection of Bylaws
  33  iii


TRAVELCENTERS
OF AMERICA LLC AMENDED AND RESTATED BYLAWS  ARTICLE
I  OFFICES  Section 1.1.            Offices.  The Board of Directors may establish and
change the principal office or place of business of the Company at any time and
may cause the Company to establish other offices or places of business in
various jurisdictions.  ARTICLE II  MEETINGS OF SHAREHOLDERS  Section 2.1.            Place.  All
meetings of shareholders shall be held at the principal executive office of the
Company or at such other place as shall be set by the Board of Directors as
stated in the notice of the meeting.  For
purposes of these Bylaws, all references to shareholders of the Company shall
have the same meaning as the term Shareholders as used and defined in the
Companys Limited Liability Company Agreement (as it may be amended from time
to time, the LLC Agreement).  Section 2.2.            Annual Meeting. 
An annual meeting of the shareholders for the election of directors and
the transaction of any business within the powers of the Company shall be
called by the Board of Directors and shall be held on a date and at the time
set by the Board of Directors.  Failure
to hold an annual meeting does not invalidate the Companys existence or affect
any otherwise valid acts of the Company.  Section 2.3.            Special Meetings.  Section 2.3.1.             General. 
The chairman of the board, if any, or a majority of the entire Board of
Directors may call a special meeting of the shareholders.  Subject to Section 2.3.2 and the last
sentence of this Section 2.3.1, a special meeting of shareholders shall
also be called by the secretary of the Company upon the written request of shareholders
entitled to cast not less than the Special Meeting Percentage of all the votes
entitled to be cast at such meeting.  The
Special Meeting Percentage shall be a majority or, to the extent permitted by
any applicable rule of the principal exchange on which the Companys
common shares are listed (such rules, the Exchange Rules), such higher
percentage as shall be specified from time to time by the Board of Directors;
provided, however, that in no case shall the Special Meeting Percentage be more
than 75%.  Nothing in these Bylaws shall
be construed to permit the shareholders to cause a special meeting of the
shareholders to be called unless applicable law or Exchange Rule requires
that the shareholders be able to do so.


Section 2.3.2.             Shareholder Requested Special Meetings.  (a)             Subject
to the last sentence of Section 2.3.1, any shareholder of record seeking
to have shareholders request a special meeting shall, by sending written notice
to the secretary of the Company (the Record Date Request Notice) by
registered mail, return receipt requested, request the Board of Directors to
fix a record date to determine the shareholders entitled to request a special
meeting (the Request Record Date).  No
shareholder may make a Record Date Request Notice unless such shareholder (i) complies
with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds
certificates for all shares in the Company owned by such shareholder during all
times described in Section 2.14.1(a), and a copy of each such certificate
held by such shareholder at the time of giving such written request shall
accompany such shareholders written request to the secretary in order for such
request to be effective.  The Record Date
Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at the meeting, shall be signed by one or more
shareholders of record as of the date of signature (or their duly authorized
agents), shall bear the date of signature of each such shareholder (or its duly
authorized agent) signing the Record Date Request Notice and shall set forth
all information that each such shareholder would be required to disclose in
solicitations of proxies for election of directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each
case, pursuant to Section 14 (or any successor provision) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and
regulations promulgated thereunder, as well as additional information required
by Section 2.14.  Upon receiving the
Record Date Request Notice, the Board of Directors may in its discretion fix a
Request Record Date, which need not be the same date as that requested in the
Record Date Request Notice, and may also fix the Special Meeting Percentage for
that meeting.  The Request Record Date
shall not precede, and shall not be more than 10 days after the close of
business on, the date on which the resolution fixing the Request Record Date is
adopted by the Board of Directors.  If
the Board of Directors, within 10 days after the date on which a valid Record
Date Request Notice is received, fails to adopt a resolution fixing the Request
Record Date and make a public announcement (as defined in Section 2.14.5(c))
of such Request Record Date, the Request Record Date shall be the close of
business on the 10th day after the date a valid Record Date Request Notice is
received by the secretary.  (b)             Subject
to the last sentence of Section 2.3.1, in order for any shareholder to
request a special meeting, one or more written requests for a special meeting
signed by shareholders of record (or their duly authorized agents) as of the
Request Record Date entitled to cast not less than the Special Meeting
Percentage (the Special Meeting Request) shall be delivered to the
secretary.  No shareholder may make a
Special Meeting Request unless such shareholder (i) complies with the
requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds
certificates for all shares in the Company owned by such shareholder during all
times described in Section 2.14.1(a), and a copy of each such certificate
held by such shareholder at the time of giving such written request shall
accompany such shareholders written request to the secretary in order for such
request to be effective.  In addition,
the Special Meeting Request shall set forth the purpose of the meeting and the
matters proposed to be acted on at the meeting (which shall be limited to the
matters set forth in the Record Date Request Notice received by the secretary),
shall bear the date of signature of each such shareholder (or its duly
authorized agent) signing the Special Meeting Request, shall set  2


forth the name and address, as they appear in
the Companys books, of each shareholder signing such request (or on whose
behalf the Special Meeting Request is signed) and the class and number of
shares of the Company which are owned of record and beneficially by each such
shareholder, shall be sent to the secretary by registered mail, return receipt
requested, and shall be received by the secretary within 60 days after the
Request Record Date.  Any requesting
shareholder may revoke his, her or its request for a special meeting at any
time by written revocation delivered to the secretary.  (c)             The
secretary shall inform the requesting shareholders of the reasonably estimated
cost of preparing, mailing and filing the notice of meeting (including the
Companys proxy materials).  The
secretary shall not be required to call a special meeting upon shareholder
request and such meeting shall not be held unless, in addition to the documents
and information required by Section 2.3.2(b), the secretary receives
payment from the requesting shareholders of such reasonably estimated cost
prior to the mailing of any notice of the meeting.  (d)             Except
as provided in the next sentence, any special meeting shall be held at such
place, date and time as may be designated by the officer who called the
meeting, if any, and otherwise by the Board of Directors.  In the case of any special meeting called by
the secretary upon the request of shareholders (a Shareholder Requested
Meeting), such meeting shall be held at such place, date and time as may be
designated by the Board of Directors; provided, however, that if the Board of
Directors fails to designate, within 10 days after the date that a valid
Special Meeting Request is actually received by the secretary (the Delivery
Date), a date and time for a Shareholder Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after the record
date for such Shareholder Requested Meeting (the Meeting Record Date) or, if
such 90th day is not a Business Day (as defined below), on the first Business
Day preceding such 90th day; and provided further that in the event that the
Board of Directors fails to designate a place for a Shareholder Requested
Meeting within 10 days after the Delivery Date, then such meeting shall be held
at the principal executive offices of the Company.  In fixing a date for any special meeting, the
chairman of the board, if any, the president or the Board of Directors may
consider such factors as he, she or it deems relevant within the good faith
exercise of business judgment, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any request
for meeting and any plan of the Board of Directors to call an annual meeting or
a special meeting.  In the case of any Shareholder
Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date
that is a date within 30 days after the Delivery Date, then the close of
business on the 30th day after the Delivery Date shall be the Meeting Record
Date.  (e)             If
at any time as a result of written revocations of requests for the special
meeting, shareholders of record (or their duly authorized agents) as of the
Request Record Date entitled to cast less than the Special Meeting Percentage
shall have delivered and not revoked requests for a special meeting, the
secretary may refrain from mailing the notice of the meeting or, if the notice
of the meeting has been mailed, the secretary may revoke the notice of the
meeting at any time not less than 10 days before the meeting if the secretary
has sent to all other requesting shareholders written notice of such  3


revocation and of the intention to revoke the
notice of the meeting, and the Company may cancel and not hold such
meeting.  Any request for a special
meeting received after a revocation by the secretary of a notice of a meeting
shall be considered a request for a new special meeting.  (f)              The
Board of Directors shall determine the validity of any purported Record Date
Request Notice or Special Meeting Request received by the secretary.  For the purpose of permitting the Board of
Directors to perform such review, no such purported request shall be deemed to
have been delivered to the secretary until the earlier of (i) five
Business Days after receipt by the secretary of such purported request and (ii) such
date as the Board of Directors may certify that the secretary has validly
received requests signed by shareholders (or their duly authorized agents)
entitled to cast not less than the Special Meeting Percentage of all votes
entitled to be cast at the meeting to be called pursuant to such requests.  Any Record Date Request Notice or Special
Meeting Request that is submitted but which is inaccurate, incomplete or
otherwise fails to satisfy completely any applicable provisions of this Section 2.3.2
shall be deemed defective and shall thereby render all proposals set forth in
such Record Date Request Notice or Special Meeting Request, as applicable,
defective.  (g)             For
purposes of these Bylaws, Business Day means Monday through Friday of each
week, except that a legal holiday recognized as such by the U.S. Government
shall not be regarded as a Business Day  Section 2.4.            Notice of Regular or Special Meetings.  If and to the extent required by law, the
secretary shall give to each shareholder entitled to vote at such meeting and
to each shareholder not entitled to vote who is entitled to notice of the
meeting written notice stating the time and place of the meeting and, in the
case of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, by recognized national
courier service, by presenting it to such shareholder personally, by leaving it
at the shareholders residence or usual place of business or by any other
means, including electronic delivery, permitted by the Delaware Limited
Liability Company Act, the Exchange Act and any applicable Exchange Rule.  If mailed, such notice shall be deemed to be
given when deposited in the U.S. mail addressed to the shareholder at the
shareholders address as it appears on the records of the Company, with postage
thereon prepaid.  Section 2.5.            Notice of Adjourned Meetings.  It shall not be necessary to give notice of
the time and place of any adjourned meeting or of the business to be transacted
thereat other than by announcement at the meeting at which such adjournment is
taken.  Section 2.6.            Scope of Meetings. 
Except as otherwise expressly set forth elsewhere in these Bylaws, no
business shall be transacted at an annual or special meeting of shareholders
except as specifically designated in the notice or otherwise properly brought
before the shareholders by or at the direction of the Board of Directors.  Section 2.7.            Organization of Shareholder Meetings.  Every meeting of shareholders shall be
conducted by an individual appointed by the Board of Directors to be
chairperson of the meeting or, in the absence of such appointment, by the
chairman of the board, if there be one, or, in the case of the absence of the
chairman of the board, by one of the  4


following officers present at the meeting in the following order: the
vice chairman of the board, if there be one, the president, the vice presidents
in their order of seniority or, in the absence of such officers, a chairperson
chosen by the shareholders by the vote of a majority of the votes cast on such
appointment by shareholders present in person or represented by proxy.  The secretary, an assistant secretary or a
person appointed by the Board of Directors or, in the absence of such
appointment, a person appointed by the chairperson of the meeting shall act as
secretary of the meeting and record the minutes of the meeting.  If the secretary presides as chairperson at a
meeting of the shareholders, then the secretary shall not also act as secretary
of the meeting and record the minutes of the meeting.  The order of business and all other matters
of procedure at any meeting of shareholders shall be determined by the
chairperson of the meeting.  The
chairperson of the meeting may prescribe such rules, regulations and procedures
and take such action as, in the discretion of such chairperson, are appropriate
for the proper conduct of the meeting, including, without limitation: (a) restricting
admission to the time set for the commencement of the meeting; (b) limiting
attendance at the meeting to shareholders of record of the Company, their duly
authorized proxies or other such persons as the chairperson of the meeting may
determine; (c) limiting participation at the meeting on any matter to
shareholders of record of the Company entitled to vote on such matter, their
duly authorized proxies or other such persons as the chairperson of the meeting
may determine; (d) limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the meeting; (f) removing
any shareholder or other person who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairperson of the meeting; (g) concluding
a meeting or recessing or adjourning the meeting to a later date and time and
at a place announced at the meeting; and (h) complying with any state and
local laws and regulations concerning safety and security.  Without limiting the generality of the powers
of the chairperson of the meeting pursuant to the foregoing provisions, the
chairperson may adjourn any meeting of shareholders for any reason deemed
necessary by the chairperson, including, without limitation, if (i) no
quorum is present for the transaction of the business, (ii) the Board of
Directors or the chairperson of the meeting determines that adjournment is
necessary or appropriate to enable the shareholders to consider fully information
that the Board of Directors or the chairperson of the meeting determines has
not been made sufficiently or timely available to shareholders or (iii) the
Board of Directors or the chairperson of the meeting determines that
adjournment is otherwise in the best interests of the Company.  Unless otherwise determined by the
chairperson of the meeting, meetings of shareholders shall not be required to
be held in accordance with the general rules of parliamentary procedure or
any otherwise established rules of order.  Section 2.8.            Quorum.  A
quorum for action at any meeting of shareholders shall be as set forth in the
LLC Agreement.  If a quorum shall not be
present at any meeting of shareholders, the chairperson of the meeting shall
have the power to adjourn the meeting from time to time without the Company
having to set a new record date or provide any additional notice of such
meeting, subject to any obligation of the Company to give notice pursuant to Section 2.5.  At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.  The shareholders present, either in person or
by proxy, at a meeting of shareholders which has been duly called and convened and
at which a quorum was established may continue to transact business until
adjournment, notwithstanding the withdrawal of enough votes to leave less than
a quorum then being present at the meeting.  5


Section 2.9.            Voting.  The
vote required for any matter to be voted upon by the shareholders shall be as
set forth in the LLC Agreement.  There
shall not be cumulative voting of the common shares of the Company.  Section 2.10.          Proxies.  A
shareholder may cast the votes entitled to be cast by him or her either in
person or by proxy executed by the shareholder or by his or her duly authorized
agent in any manner permitted by law. 
Such proxy shall be filed with such officer of the Company or third
party agent as the Board of Directors shall have designated for such purpose
for verification prior to or at such meeting. 
Any proxy relating to shares of the Company shall be valid until the
expiration date therein or, if no expiration is so indicated, until the time permitted
under Delaware law or as otherwise provided in the LLC Agreement.  At a meeting of shareholders, all questions
concerning the qualification of voters, the validity of proxies, and the
acceptance or rejection of votes, shall be decided by or on behalf of the
chairperson of the meeting, subject to Section 2.13.  Section 2.11.          Record Date. 
The Board of Directors may fix the date for determination of
shareholders entitled to notice of and to vote at a meeting of
shareholders.  If no date is fixed for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders, only persons in whose names shares entitled to vote
are recorded on the share records of the Company at the close of business on
the day next preceding the day on which notice is given shall be entitled to
vote at such meeting.  Section 2.12.          Voting of Shares by Certain Holders.  Shares of the Company
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed by
any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the
governing body of such corporation or other entity or pursuant to an agreement
of the partners of the partnership presents a certified copy of such bylaw,
resolution or agreement, in which case such person may vote such shares.  Any trustee or other fiduciary may vote
shares registered in his or her name as such fiduciary, either in person or by
proxy.  Section 2.13.          Inspectors.  (a)             Before
or at any meeting of shareholders, the chairperson of the meeting may appoint
one or more persons as inspectors for such meeting.  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 Board of Directors or at the meeting by the chairperson of the
meeting.  Such inspectors shall (i) ascertain
and report the number of shares of beneficial interest represented at the
meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive
and tabulate all votes, ballots or consents, (iii) report such tabulation
to the chairperson of the meeting, (iv) hear and determine all challenges
and questions arising in connection with the right to vote and (v) perform
such other acts as are proper to conduct the election or vote with fairness to
all shareholders.  (b)             Each
report of an inspector shall be in writing and signed by him or her or by a
majority of them if there is more than one inspector acting at such meeting.  6


If there is more than one inspector, the
report of a majority shall be the report of the inspectors.  The report of the inspector or inspectors on
the number of shares represented at the meeting and the results of the voting
shall be prima  facie evidence thereof.  Section 2.14.          Nominations and Other Proposals to be Considered at
Meetings of Shareholders. 
Nominations of individuals for election to the Board of Directors and
the proposal of other business to be considered by the shareholders at meetings
of shareholders may be properly brought before the meeting only as set forth in
this Section 2.14.  All judgments
and determinations made by the Board of Directors or the chairperson of the
meeting, as applicable, under this Section 2.14 (including, without limitation,
judgments and determinations as to the validity of a proposed nomination or a
proposal of other business for consideration by shareholders) shall be final
and binding unless determined by a court of competent jurisdiction to have been
made in bad faith.  Section 2.14.1.                       Annual
Meetings of Shareholders.  (a)                   Nominations
of individuals for election to the Board of Directors and the proposal of other
business to be considered by the shareholders at an annual meeting of
shareholders may be properly brought before the meeting (i) pursuant to
the Companys notice of meeting or otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (ii) by any
shareholder of the Company who (A) has continuously held at least $2,000
in market value, or 1%, of the Companys common shares entitled to vote at the
meeting on such election or the proposal for other business, as the case may
be, for at least one year from the date such shareholder gives the notice
provided for in this Section 2.14.1 (or, if such notice is given prior to April 1,
2010, continuously held Company common shares since April 1, 2009 and
without regard to the $2,000 market value, or 1%, requirement), and
continuously holds such shares through and including the time of the annual
meeting (including any adjournment or postponement thereof), (B) is a
shareholder of record at the time of giving the notice provided for in this Section 2.14.1
through and including the time of the annual meeting (including any adjournment
or postponement thereof), (C) is entitled to make nominations or propose
other business and to vote at the meeting on such election, or the proposal for
other business, as the case may be, (D) is present in person or by proxy
at such meeting to answer questions concerning the nomination or other
business, as the case may be, and (E) complies with the notice procedures
set forth in this Section 2.14 as to such nomination or other
business.  Section 2.14.1(a)(ii) shall
be the exclusive means for a shareholder to make nominations or propose other
business before an annual meeting of shareholders, except to the extent of
matters which are required to be presented to shareholders by applicable law
which have been properly presented in accordance with the requirements of such
law.  For purposes of determining
compliance with the requirement in subclause (A) of Section 2.14.1(a)(ii),
the market value of the Companys common shares held by the applicable
shareholder shall be determined by multiplying the number of shares such
shareholder continuously held for that one-year period by the highest selling
price of the Companys common shares as reported on the principal exchange on
which the Companys common shares are listed during the 60 calendar days before
the date such notice was submitted.  7


(b)                   For
nominations for election to the Board of Directors or other business to be
properly brought before an annual meeting by a shareholder pursuant to Section 2.14.1(a)(ii),
the shareholder shall have given timely notice thereof in writing to the
secretary of the Company in accordance with this Section 2.14 and such
other business shall otherwise be a proper matter for action by
shareholders.  To be timely, a
shareholders notice shall set forth all information required under this Section 2.14
and shall be delivered to the secretary at the principal executive offices of
the Company not later than 5:00 p.m. (Eastern Time) on the 90th day nor
earlier than the 120th day prior to the first anniversary of the date of the
proxy statement for the preceding years annual meeting; provided, however,
that in the event that the date of the proxy statement for the annual meeting
is more than 30 days before or after the first anniversary of the date of the
proxy statement for the preceding years annual meeting, notice by the
shareholder to be timely shall be so delivered not earlier than 5:00 p.m.
(Eastern Time) on the 120th day prior to the date of the proxy statement for
such annual meeting and not later than 5:00 p.m. (Eastern Time) on the
later of (x) the 90th day prior to the date of the proxy statement for
such annual meeting or (y) the 10th day following the day on which public
announcement of the date of the proxy statement for such meeting or the date of
such meeting is first made by the Company. 
Neither the postponement or adjournment of an annual meeting, nor the
public announcement of such postponement or adjournment, shall commence a new
time period for the giving of a shareholders notice as described above.   No shareholder may give a notice to the
secretary described in this Section 2.14.1(b) unless such shareholder
holds a certificate for all shares of the Company owned by such shareholder
during all times described in Section 2.14.1(a), and a copy of each such
certificate held by such shareholder at the time of giving such notice shall
accompany such shareholders notice to the secretary in order for such notice
to be effective.  A shareholders
notice shall set forth:  (A)as to each individual whom the
shareholder proposes to nominate for election or reelection as a director (a Proposed
Nominee) and any Proposed Nominee Associated Person (as defined in Section 2.14.1(c)),
(1) the name, age, business address and residence address of such Proposed
Nominee and the name and address of such Proposed Nominee Associated Person, (2) the
principal occupation or employment of such Proposed Nominee for the past five
years, (3) a statement of whether such Proposed Nominee is proposed for
nomination as an Independent Director (as defined in Section 3.2) or a
Managing Director (as defined in Section 3.2) and a description of such
Proposed Nominees qualifications to be an Independent Director or Managing
Director, as the case may be, and such Proposed Nominees qualifications to be
a director pursuant to the criteria set forth in Section 3.1, (4) the
class, series and number of any shares of the Company that are, directly or
indirectly, beneficially owned or owned  8


of
record by such Proposed Nominee or by such Proposed Nominee Associated Person, (5) the
date such shares were acquired and the investment intent of such acquisition, (6) a
description of all purchases and sales of securities of the Company by such
Proposed Nominee or by such Proposed Nominee Associated Person during the
previous 24 month period, including the date of the transactions, the class,
series and number of securities involved in the transactions and the consideration
involved, (7) a description of all Derivative Transactions (as defined in Section 2.14.1(c))
by such Proposed Nominee or by such Proposed Nominee Associated Person during
the previous 24 month period, including the date of the transactions and the
class, series and number of securities involved in, and the material economic
terms of, the transactions, such description to include, without limitation,
all information that such Proposed Nominee or Proposed Nominee Associated
Person would be required to report on an Insider Report (as defined in Section 2.14.1(c))
if such Proposed Nominee or Proposed Nominee Associated Person were a director
of the Company or the beneficial owner of more than 10% of the shares of the
Company at the time of the transactions, (8) any performance related fees
(other than an asset based fee) that such Proposed Nominee or such Proposed
Nominee Associated Person is entitled to based on any increase or decrease in
the value of shares of the Company or instrument or arrangement of the type
contemplated within the definition of Derivative Transaction, if any, as of the
date of such notice, including, without limitation, any such interests held by
members of such Proposed Nominees or such Proposed Nominee Associated Persons
immediate family sharing the same household with such Proposed Nominee or such
Proposed Nominee Associated Person, (9) any proportionate interest in
shares of the Company or instrument or arrangement of the type contemplated
within the definition of Derivative Transaction held, directly or indirectly,
by a general or limited partnership in which such Proposed Nominee or such
Proposed Nominee Associated Person is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner, (10) a description
of all direct and indirect compensation and other material monetary agreements,
arrangements and understandings during the past three years, and any other
material relationships, between or among such shareholder, Proposed Nominee
Associated Person, or their respective affiliates and  9


associates,
or others acting in concert therewith, on the one hand, and each Proposed
Nominee, or his or her respective affiliates and associates, or others acting
in concert therewith, on the other hand, including, without limitation, all
information that would be required to be disclosed pursuant to Item 404 of
Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the S.E.C.)
(and any successor regulation), if the shareholder making the nomination and
any Proposed Nominee Associated Person on whose behalf the nomination is made,
or any affiliate or associate thereof or person acting in concert therewith,
were the registrant for purposes of such rule and the Proposed Nominee
were a director or executive officer of such registrant, (11) any rights to
dividends on the shares of the Company owned beneficially by such Proposed
Nominee or such Proposed Nominee Associated Person that are separated or
separable from the underlying shares of the Company, (12) to the extent known
by such Proposed Nominee or such Proposed Nominee Associated Person, the name
and address of any other person who owns, of record or beneficially, any shares
of the Company and who supports the Proposed Nominee for election or reelection
as a director, (13) all other information relating to such Proposed Nominee or
such Proposed Nominee Associated Person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each
case, pursuant to Section 14 (or any successor provision) of the Exchange
Act and the rules and regulations promulgated thereunder and (14) such
Proposed Nominees notarized written consent to being named in the shareholders
proxy statement as a nominee and to serving as a director if elected;  (B)as to any other business that the shareholder proposes
to bring before the meeting, (1) a description of such business, (2) the
reasons for proposing such business at the meeting and any material interest in
such business of such shareholder or any Shareholder Associated Person (as
defined in Section 2.14.1(c)), including any anticipated benefit to such
shareholder or any Shareholder Associated Person therefrom, (3) a
description of all agreements, arrangements and understandings between such
shareholder and Shareholder Associated Person amongst themselves or with any
other person or persons (including their names) in connection with the proposal
of such business by such  10


shareholder
and (4) a representation that such shareholder intends to appear in person
or by proxy at the meeting to bring the business before the meeting;  (C)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) the class, series and number of
securities of the Company that are owned of record by such shareholder or by
such Shareholder Associated Person, if any, (2) the class, series and
number of, and the nominee holder for, any shares owned, directly or
indirectly, beneficially but not of record by such shareholder or by such
Shareholder Associated Person, if any, (3) with respect to the foregoing clauses
(1) and (2), the date such shares were acquired and the investment intent
of such acquisition and (4) all information relating to such shareholder
and Shareholder Associated Person that is required to be disclosed in
connection with the solicitation of proxies for election of directors in an
election contest (even if an election contest is not involved), or is otherwise
required, in each case, pursuant to Section 14 (or any successor
provision) of the Exchange Act and the rules and regulations promulgated
thereunder;  (D)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) the name and address of such
shareholder, as they appear on the Companys stock ledger and the current name
and address, if different, of such shareholder and Shareholder Associated
Person and (2) the investment strategy or objective, if any, of such
shareholder or Shareholder Associated Person and a copy of the prospectus,
offering memorandum or similar document, if any, provided to investors or potential
investors in such shareholder or Shareholder Associated Person;  (E)as to the shareholder giving the notice and any
Shareholder Associated Person, (1) a description of all purchases and
sales of securities of the Company by such shareholder or Shareholder
Associated Person during the previous 24 month period, including the date of
the transactions, the class, series and number of securities involved in the
transactions and the consideration involved, (2) a description of all
Derivative Transactions by such shareholder or Shareholder Associated Person
during the previous 24 month period, including the date of the  11


transactions
and the class, series and number of securities involved in, and the material
economic terms of, the transactions, such description to include, without
limitation, all information that such shareholder or Shareholder Associated
Person would be required to report on an Insider Report if such shareholder or
Shareholder Associated Person were a director of the Company or the beneficial
owner of more than 10% of the shares of the Company at the time of the
transactions, (3) any performance related fees (other than an asset based
fee) that such shareholder or Shareholder Associated Person is entitled to
based on any increase or decrease in the value of shares of the Company or
instrument or arrangement of the type contemplated within the definition of
Derivative Transaction, if any, as of the date of such notice, including,
without limitation, any such interests held by members of such shareholders or
Shareholder Associated Persons immediate family sharing the same household
with such shareholder or Shareholder Associated Person, (4) any proportionate
interest in shares of the Company or instrument or arrangement of the type
contemplated within the definition of Derivative Transaction held, directly or
indirectly, by a general or limited partnership in which such shareholder or
Shareholder Associated Person is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (5) any rights to
dividends on the shares of the Company owned beneficially by such shareholder
or Shareholder Associated Person that are separated or separable from the
underlying shares of the Company;  (F)to the extent known by the shareholder giving the
notice, the name and address of any other person who owns, beneficially or of
record, any shares of the Company and who supports the nominee for election or
reelection as a director or the proposal of other business; and  (G)if more than one class or series of shares of the
Company is outstanding, the class and series of shares of the Company entitled
to vote for such Proposed Nominee and/or shareholders proposal, as applicable.  (c)                For
purposes of this Section 2.14: (i) Shareholder Associated Person of
any shareholder shall mean (A) any person acting in concert with, such
shareholder, (B) any direct or indirect beneficial owner of shares of the
Company owned  12


of record or beneficially by such shareholder
and (C) any person controlling, controlled by or under common control with
such shareholder or a Shareholder Associated Person; (ii) Proposed
Nominee Associated Person of any Proposed Nominee shall mean (A) any person
acting in concert with such Proposed Nominee, (B) any direct or indirect
beneficial owner of shares of the Company owned of record or beneficially by
such Proposed Nominee and (C) any person controlling, controlled by or
under common control with such Proposed Nominee or a Proposed Nominee
Associated Person; (iii) Derivative Transaction by a person shall mean
any (A) transaction in, or arrangement, agreement or understanding with respect
to, any option, warrant, convertible security, stock appreciation right or
similar right with an exercise, conversion or exchange privilege, or settlement
payment or mechanism related to, any security of the Company, or similar
instrument with a value derived in whole or in part from the value of a
security of the Company, in any such case whether or not it is subject to
settlement in a security of the Company or otherwise or (B) any
transaction, arrangement, agreement or understanding which included or includes
an opportunity for such person, directly or indirectly, to profit or share in
any profit derived from any increase or decrease in the value of any security
of the Company, to mitigate any loss or manage any risk associated with any
increase or decrease in the value of any security of the Company or to increase
or decrease the number of securities of the Company which such person was, is
or will be entitled to vote, in any such case whether or not it is subject to
settlement in a security of the Company or otherwise; and (iv) Insider
Report shall mean a statement required to be filed pursuant to Section 16
of the Exchange Act (or any successor provisions) by a person who is a director
of the Company or who is directly or indirectly the beneficial owner of more
than 10% of the shares of the Company.  (d)                Notwithstanding
anything in the second sentence of Section 2.14.1(b) to the contrary,
in the event that the number of directors to be elected to the Board of
Directors of the Company is increased and there is no public announcement by
the Company naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 100 days prior to the first
anniversary of the date of the proxy statement for the preceding years annual
meeting, a shareholders notice required by this Section 2.14 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary of the
Company at the principal executive office of the Company not later than 5:00 p.m.
(Eastern Time) on the 10th day following the day on which such public
announcement is first made by the Company.  Section 2.14.2.                  Shareholder Nominations or Other Proposals
Causing Covenant Breaches or Defaults. 
At the same time as the submission of any shareholder nomination or
proposal of other business to be considered at a shareholders meeting that, if
approved and implemented by the Company, would cause the Company or any
subsidiary (as defined in Section 2.14.5(c)) of the Company to be in
breach of any covenant of the Company or any subsidiary of the Company or
otherwise cause a default (in any case, with or without notice or lapse of
time) in any existing debt instrument or agreement of the Company or any
subsidiary of the Company or other material contract or agreement of the
Company or any subsidiary of the Company, the proponent shareholder or
shareholders shall submit to the secretary at the principal executive offices
of the Company (a) evidence satisfactory to the Board of Directors of the  13


lenders or contracting partys willingness to waive the breach of
covenant or default or (b) a detailed plan for repayment of the
indebtedness to the lender or curing the contractual breach or default and
satisfying any resulting damage claim, specifically identifying the actions to
be taken or the source of funds, which plan must be satisfactory to the Board
of Directors in its discretion, and evidence of the availability to the Company
of substitute credit or contractual arrangements similar to the credit or
contractual arrangements which are implicated by the shareholder nomination or
other proposal that are at least as favorable to the Company, as determined by
the Board of Directors in its discretion. 
As an example and not as a limitation, at the time these Bylaws are
being adopted, the Company is party to a bank credit facility that contains
covenants which prohibit certain changes in the management and policies of the Company
without the approval of the lenders; accordingly, a shareholder nomination or
proposal which implicates these covenants shall be accompanied by a waiver of
these covenants duly executed by the banks or by evidence satisfactory to the
Board of Directors of the availability of funding to the Company to repay
outstanding indebtedness under this credit facility and of the availability of
a new credit facility on terms as favorable to the Company as the existing
credit facility.  As a further example
and not as a limitation, at the time these Bylaws are being adopted, the
Company is party to lease and related agreements with Hospitality Properties
Trust or its subsidiaries (Hospitality Properties Trust).  Those agreements contain covenants which
prohibit certain changes in the management and policies of the Company without
the approval of Hospitality Properties Trust. 
Accordingly, a shareholder nomination or proposal which implicates these
covenants shall be accompanied by a waiver of these covenants duly executed by
the applicable Hospitality Properties Trust entity or by evidence satisfactory
to the Board of Directors of the availability of alternative facilities for
lease and operation by the Company on terms as favorable to the Company as the
applicable arrangement and of funds for the payment by the Company of any
amounts required under the applicable agreement or otherwise as a result of any
breach or termination of the agreement with Hospitality Properties Trust.  Section 2.14.3.                  Shareholder Nominations or Other Proposals
Requiring Governmental Action.  If (a)
submission of any shareholder nomination or proposal of other business to be
considered at a shareholders meeting that could not be considered or, if
approved, implemented by the Company without the Company, any subsidiary of the
Company, the proponent shareholder, any Proposed Nominee of such shareholder,
any Proposed Nominee Associated Person of such Proposed Nominee, any
Shareholder Associated Person of such shareholder, the holder of proxies or
their respective affiliates or associates filing with or otherwise notifying or
obtaining the consent, approval or other action of any federal, state,
municipal or other governmental or regulatory body (a Governmental Action) or
(b) such shareholders ownership of shares of the Company or any
solicitation of proxies or votes or holding or exercising proxies by such
shareholder, any Proposed Nominee of such shareholder, any Proposed Nominee
Associated Person of such Proposed Nominee, any Shareholder Associated Person
of such shareholder, or their respective affiliates or associates would require
Governmental Action, then, at the same time as the submission of any
shareholder nomination or proposal of other business to be considered at a
shareholders meeting, the proponent shareholder or shareholders shall submit to
the secretary at the principal executive offices of the Company (x) evidence
satisfactory to the Board of Directors that any and all Governmental Action has
been given or obtained, including, without limitation, such evidence as the
Board of Directors may require so that any nominee may be determined to satisfy
any suitability or other requirements or (y) if such evidence was not
obtainable from a governmental or regulatory body by such time  14


despite the shareholders diligent and best efforts, a detailed plan
for making or obtaining the Governmental Action prior to the election of any
such Proposed Nominee or the implementation of such proposal, which plan must
be satisfactory to the Board of Directors in its discretion.  As an example and not as a limitation, at the
time these Bylaws are being adopted, the Company holds a controlling ownership
position in a company being formed and licensed as an insurance company in the
State of Indiana.  The laws of the State
of Indiana have certain regulatory requirements for any person who seeks to
control (as defined under Indiana law) a company which itself controls an
insurance company domiciled in the State of Indiana, including by soliciting
proxies representing 10% or more of its voting securities.  Accordingly, a shareholder who seeks to
exercise proxies for a nomination or a proposal affecting the governance of the
Company shall obtain any applicable approvals from the Indiana insurance
regulatory authorities prior to exercising such proxies.  Similarly, as a further example and not as a
limitation, at the time these Bylaws are being adopted, the Company has a
controlling ownership interest in gaming businesses located in Louisiana.  Applicable Louisiana law requires that a
director be approved by the Louisiana Gaming Control Board.  Such approval process requires that any Proposed
Nominee submit a detailed personal history and financial disclosures.  Accordingly, a shareholder nomination shall
be accompanied by evidence that the Proposed Nominee has been approved by the
Louisiana Gaming Control Board to be a director, or if the Louisiana Gaming
Control Board have not approved such an application, then the shareholder
nomination shall be accompanied by a copy of completed personal history and
financial disclosure forms of the Proposed Nominee as submitted or to be
submitted to the Louisiana Gaming Control Board so that the Board of Directors
may determine the likelihood that the Proposed Nominee will receive such
approval.  Section 2.14.4.                  Special Meetings of Shareholders.  As set forth in Section 2.6, only
business brought before the meeting pursuant to the Companys notice of meeting
shall be conducted at a special meeting of shareholders.  Nominations of individuals for election to
the Board of Directors only may be made at a special meeting of shareholders at
which directors are to be elected: (a) pursuant to the Companys notice of
meeting; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) provided that the Board of
Directors has determined that directors shall be elected at such special
meeting, by any shareholder of the Company who is a shareholder of record both
at the time of giving of notice provided for in this Section 2.14.4 and at
the time of the special meeting, who is entitled to vote at the meeting on such
election and who has complied with the notice procedures and other requirements
set forth in this Section 2.14.4. 
In the event the Company calls a special meeting of shareholders for the
purpose of electing one or more directors to the Board of Directors, any such
shareholder may nominate an individual or individuals (as the case may be) for
election as a director as specified in the Companys notice of meeting, if the
shareholder satisfies the holding period and certificate requirements set forth
in Section 2.14.1(a) and Section 2.14.1(b), the shareholders
notice contains or is accompanied by the information and documents required by Section 2.14
and the shareholder has given timely notice thereof in writing to the secretary
of the Company at the principal executive offices of the Company.  To be timely, a shareholders notice shall be
delivered to the secretary of the Company at the principal executive offices of
the Company not earlier than the 120th day prior to such special meeting and
not later than 5:00 p.m. (Eastern Time) on the later of (i) the 90th
day prior to such special meeting or (ii) the 10th day following the day
on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting.  Neither  15


the postponement or adjournment of a special meeting, nor the public
announcement of such postponement or adjournment, shall commence a new time
period for the giving of a shareholders notice as described above.  Section 2.14.5.                       General.  (a)                   If
information submitted pursuant to this Section 2.14 by any shareholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of shareholders shall be deemed by the Board of Directors
incomplete or inaccurate, any authorized officer or the Board of Directors or
any committee thereof may treat such information as not having been provided in
accordance with this Section 2.14. 
Any notice submitted by a shareholder pursuant to this Section 2.14
that is deemed by the Board of Directors inaccurate, incomplete or otherwise
fails to satisfy completely any provision of this Section 2.14 shall be
deemed defective and shall thereby render all proposals and nominations set
forth in such notice defective.  Upon
written request by the secretary of the Company or the Board of Directors or
any committee thereof (which may be made from time to time), any shareholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of shareholders shall provide, within three Business Days
after such request (or such other period as may be specified in such request), (i) written
verification, satisfactory to the secretary or any other authorized officer or
the Board of Directors or any committee thereof, in his, her or its discretion,
to demonstrate the accuracy of any information submitted by the shareholder
pursuant to this Section 2.14, (ii) written responses to information
reasonably requested by the secretary, the Board of Directors or any committee
thereof and (iii) a written update, to a current date, of any information
submitted by the shareholder pursuant to this Section 2.14 as of an
earlier date.  If a shareholder fails to
provide such written verification, information or update within such period,
the secretary or any other authorized officer or the Board of Directors may
treat the information which was previously provided and to which the
verification, request or update relates as not having been provided in
accordance with this Section 2.14; provided, however, that no such written
verification, response or update shall cure any incompleteness, inaccuracy or
failure in any notice provided by a shareholder pursuant to this Section 2.14.  It is the responsibility of a shareholder who
wishes to make a nomination or other proposal to comply with the requirements
of Section 2.14; nothing in this Section 2.14.5(a) or otherwise
shall create any duty of the Company, the Board of Directors or any committee
thereof nor any officer of the Company to inform a shareholder that the
information submitted pursuant to this Section 2.14 by or on behalf of
such shareholder is incomplete or inaccurate or not otherwise in accordance
with this Section 2.14 nor require the Company, the Board of Directors,
any committee of the Board of Directors or any officer of the Company to
request clarification or updating of information provided by any shareholder
but the Board of Directors, a committee thereof or the secretary acting on
behalf of the Board of Directors or a committee, may do so in its, his or her
discretion.  (b)                   Only
such individuals who are nominated in accordance with this Section 2.14
shall be eligible for election by shareholders as directors and only such  16


business
shall be conducted at a meeting of shareholders as shall have been properly
brought before the meeting in accordance with this Section 2.14.  The chairperson of the meeting shall have the
power to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 2.14 and, if any proposed nomination or other
business is determined not to be in compliance with this Section 2.14, to
declare that such defective nomination or proposal be disregarded.  (c)       For purposes of this Section 2.14: (i) public
announcement shall mean disclosure in (A) a press release reported by the
Dow Jones News Service, Associated Press, Business Wire, PR Newswire or any
other widely circulated news or wire service or (B) a document publicly
filed by the Company with the S.E.C. pursuant to the Exchange Act; and (ii) subsidiary
shall include, with respect to a person, any corporation, partnership, joint
venture or other entity of which such person (A) owns, directly or
indirectly, 10% or more of the outstanding voting securities or other interests
or (B) has a person designated by such person serving on, or a right,
contractual or otherwise, to designate a person, so to serve on, the board of
directors (or analogous governing body).  (d)       Notwithstanding the foregoing provisions
of this Section 2.14, a shareholder shall also comply with all applicable
legal requirements, including, without limitation, applicable requirements of
state law and the Exchange Act and the rules and regulations thereunder,
with respect to the matters set forth in this Section 2.14.  Nothing in this Section 2.14 shall be
deemed to require that a shareholder nomination of an individual for election
to the Board of Directors or a shareholder proposal relating to other business
be included in the Companys proxy statement, except as may be required by law.  (e)       The Company shall not be required to
include in the Companys proxy statement a shareholder nomination of one or
more individuals for election to the Board of Directors unless (i) such
nomination has been properly made in accordance with the provisions of this Section 2.14
and (ii) the Board of Directors has endorsed such nomination.  The Company shall not be required to include
in the Companys proxy statement a shareholder proposal relating to any other
business unless (i) such proposal has been properly made in accordance
with the provisions of this Section 2.14 and (ii) either the Board of
Directors has endorsed such proposal or the proposal has been made by
shareholders holding not less than 25% of the shares required to approve the
proposal (or such lesser percentage as may be required by law).  (f)        The Board of Directors may from time to
time require any individual nominated to serve as a director to agree in
writing with regard to matters of business ethics and confidentiality while
such nominee serves as a director, such agreement to be on the terms and in a
form (the Agreement) determined satisfactory by the Board of Directors, as
amended and supplemented from time to time in the discretion of the Board of
Directors.  The terms of the Agreement
may be substantially similar to the Code of Business Conduct and Ethics of the
Company or any similar code  17


promulgated by the Company (the Code of
Business Conduct) or may differ from or supplement the Code of Business
Conduct.  (g)       Determinations required or permitted to
be made under this Section 2.14 by the Board of Directors may be delegated
by the Board of Directors to a committee of the Board of Directors, subject to
applicable law.  Section 2.15.      Voting by
Ballot.  Voting on any question or in
any election may be by voice vote unless the chairperson of the meeting or any
shareholder shall demand that voting be by ballot.  Section 2.16.      Proposals of
Business Which Are Not Proper Matters For Action By Shareholders.  Notwithstanding
anything in these Bylaws to the contrary, subject to applicable law, any
shareholder proposal for business the subject matter or effect of which would
be within the exclusive purview of the Board of Directors or would be
reasonably likely, if considered by the shareholders or approved or implemented
by the Company, to result in an impairment of the limited liability status for
the Companys shareholders, shall be deemed not to be a matter upon which the
shareholders are entitled to vote.  The
Board of Directors in its discretion shall be entitled to determine whether a
shareholder proposal for business is not a matter upon which the shareholders
are entitled to vote pursuant to this Section 2.16, and its decision shall
be final and binding unless determined by a court of competent jurisdiction to
have been made in bad faith.  ARTICLE IIIDIRECTORS  Section 3.1.      General Powers;
Qualifications; Directors Holding Over. 
The business and affairs of the Company shall be managed by or under the
direction of its Board of Directors.  As
provided in Section 7.3 of the LLC Agreement, the Board of Directors shall
have the power and authority to appoint officers of the Company.  A Director shall be an individual at least 21
years of age who is not under legal disability. 
To qualify for nomination or election as a director, an individual, at
the time of nomination and election, shall, without limitation, (a) have
substantial expertise or experience relevant to the business of the Company and
its subsidiaries, (b) not have been convicted of a felony and (c) meet
the qualifications of an Independent Director or a Managing Director, each as
defined in Section 3.2, as the case may be, depending upon the position
for which such individual may be nominated and elected.  In case of failure to elect directors at an
annual meeting of the shareholders, the incumbent directors shall hold over and
continue to direct the management of the business and affairs of the Company
until they may resign or until their successors are elected and qualify.  Section 3.2.      Independent
Directors and Managing Directors.  A
majority of the directors holding office shall at all times be Independent
Directors; provided, however, that upon a failure to comply with this
requirement as a result of the creation of a temporary vacancy which shall be
filled by an Independent Director, whether as a result of enlargement of the
Board of Directors or the resignation, removal or death of a director who is an
Independent Director, such requirement shall not be applicable.  An Independent Director is one who is not
an  18


employee
of the Company or Reit Management & Research LLC (or its permitted
successors and assigns under the Management and Shared Services Agreement
entered into between the Company and Reit Management & Research LLC),
who is not involved in the Companys day to day activities, who meets the
qualifications of an independent director (not including the specific
independence requirements applicable only to members of the Audit Committee of
the Board of Directors) under Exchange Rules and the applicable rules of
the S.E.C., as those requirements may be amended from time to time.  If the number of directors, at any time, is
set at less than five, at least one director shall be a Managing Director.  So long as the number of directors shall be
five or greater, at least two directors shall be Managing Directors.  A Managing Director shall mean a director
who is not an Independent Director and who has been an employee of the Company
or Reit Management & Research LLC (or its permitted successors or
assigns under the Management and Shared Services Agreement entered into between
the Company and Reit Management & Research LLC) or involved in the day
to day activities of the Company for at least one year prior to his or her
election.  If at any time the Board of
Directors shall not be comprised of a majority of Independent Directors, the
Board of Directors shall take such actions as will cure such condition;
provided that the fact that the Board of Directors does not have a majority of
Independent Directors or has not taken such action at any time or from time to
time shall not affect the validity of any action taken by the Board of
Directors.  If at any time the Board of
Directors shall not be comprised of a number of Managing Directors as is
required under this Section 3.2, the Board of Directors shall take such
actions as will cure such condition; provided that the fact that the Board of
Directors does not have the requisite number of Managing Directors or has not
taken such action at any time or from time to time shall not affect the
validity of any action taken by the Board of Directors.  Section 3.3.      Number and
Tenure.  The number of directors
constituting the entire Board of Directors may be increased or decreased from
time to time only by a vote of the Board of Directors; provided however that
the tenure of office of a director shall not be affected by any decrease in the
number of directors; and provided, further, that the number of directors shall
be at least three and no more than seven. 
The number of directors shall be five until increased or decreased by
the Board of Directors.  Section 3.4.      Annual and
Regular Meetings.  An annual meeting
of the Board of Directors shall be held immediately after the annual meeting of
shareholders, no notice other than this Bylaw being necessary.  The time and place of the annual meeting of
the Board of Directors may be changed by the Board of Directors.  The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Delaware,
for the holding of regular meetings of the Board of Directors without other
notice than such resolution.  In the
event any such regular meeting is not so provided for, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.  Section 3.5.      Special
Meetings.  Special meetings of the
Board of Directors may be called at any time by the chairman of the board or on
the written request to the secretary of a majority of the directors then in
office.  The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Delaware, as the place for holding any special
meeting of the Board of Directors called by them.  19


Section 3.6.      Notice.  Notice of any special meeting shall be given
by written notice delivered personally or by electronic mail, telephoned,
facsimile transmitted, overnight couriered (with proof of delivery) or mailed
to each director at his or her business or residence address.  Personally delivered, telephoned, facsimile
transmitted or electronically mailed notices shall be given at least 24 hours
prior to the meeting.  Notice by mail
shall be deposited in the U.S. mail at least 72 hours prior to the
meeting.  If mailed, such notice shall be
deemed to be given when deposited in the U.S.  mail properly addressed, with postage thereon
prepaid.  Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Company by the director. 
Telephone notice shall be deemed given when the director is personally
given such notice in a telephone call to which he is a party.  Facsimile transmission notice shall be deemed
given upon completion of the transmission of the message to the number given to
the Company by the director and receipt of a completed answer back indicating
receipt.  If sent by overnight courier,
such notice shall be deemed given when delivered to the courier.  Neither the business to be transacted at, nor
the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in the notice, unless specifically required by statute
or these Bylaws.  Section 3.7.      Quorum.  A majority of the directors shall constitute
a quorum for transaction of business at any meeting of the Board of Directors,
provided that, if less than a majority of such directors are present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice, and provided further that if, pursuant to the
LLC Agreement or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum for that action shall also include a
majority of such group.  The directors
present at a meeting of the Board of Directors which has been duly called and
convened and at which a quorum was established may continue to transact
business until adjournment, notwithstanding the withdrawal of a number of
directors resulting in less than a quorum then being present at the meeting.  Section 3.8.      Voting.  The action of the majority of the directors
present at a meeting at which a quorum is or was present shall be the action of
the Board of Directors, unless the concurrence of a greater proportion is
required for such action by specific provision of an applicable statute, the
LLC Agreement or these Bylaws.  If enough
directors have withdrawn from a meeting to leave fewer than are required to
establish a quorum, but the meeting is not adjourned, the action of the
majority of that number of directors necessary to constitute a quorum at such
meeting shall be the action of the Board of Directors, unless the concurrence
of a greater proportion is required for such action by applicable law, the LLC
Agreement or these Bylaws.  Section 3.9.      Telephone
Meetings.  Directors may participate
in a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at
the same time.  Participation in a
meeting by these means shall constitute presence in person at the meeting.  Such meeting shall be deemed to have been
held at a place designated by the directors at the meeting.  Section 3.10.      Action by
Written Consent of Board of Directors. 
Unless specifically otherwise provided in the LLC Agreement , any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a majority of the directors shall individually
or collectively consent in writing to such action.  Such written  20


consent or consents shall be filed with the
records of the Company and shall have the same force and effect as the
affirmative vote of such directors at a duly held meeting of the Board of
Directors at which a quorum was present.  Section 3.11.      Waiver of
Notice.  The actions taken at any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though taken at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
of the directors not present waives notice, consents to the holding of such
meeting or approves the minutes thereof.  Section 3.12.      Vacancies.  If for any reason any or all the directors
cease to be directors, such event shall not terminate the Company or affect
these Bylaws or the powers of the remaining directors hereunder (even if fewer
than three directors remain).  Any
vacancy on the Board of Directors may be filled only by the affirmative vote of
a majority of the remaining directors, even if the remaining directors do not
constitute a quorum.  Any director
elected to fill a vacancy, whether occurring due to an increase in size of the
Board of Directors or by the death, resignation or removal of any director,
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred or was created and until a successor is elected
and qualifies.  Section 3.13.      Compensation.  Directors shall be entitled to receive such
reasonable compensation for their services as directors as the Board of
Directors may determine from time to time. 
Directors may be reimbursed for expenses of attendance, if any, at each
annual, regular or special meeting of the Board of Directors or of any
committee thereof; and for their expenses, if any, in connection with each
property visit and any other service or activity performed or engaged in as
director.  Directors shall be entitled to
receive remuneration for services rendered to the Company in any other
capacity, and such services may include, without limitation, services as an
officer of the Company, services as an employee of any affiliate of the
Company, legal, accounting or other professional services, or services as a
broker, transfer agent or underwriter, whether performed by a director or any
person affiliated with a director.  Section 3.14.      Removal of
Directors.  Subject to the applicable
provisions of the LLC Agreement, any director may be removed from office at any
time, but only for cause and then only by the unanimous vote of the remaining
directors then in office.  In addition,
subject to the applicable provisions of the LLC Agreement, the entire Board of
Directors (but not less than the entire Board of Directors) may be removed from
office at any time, but only for cause, by the affirmative vote of 75% of the
shares then outstanding and entitled to vote on the election of directors, at a
meeting of shareholders properly called for that purpose.  For purposes of this Section 3.14, cause
shall mean, with respect to any particular director, incapacity, conviction of
a felony or a final judgment of a court of competent jurisdiction holding that
such director caused demonstrable, material harm to the Company through bad
faith or active and deliberate dishonesty.  Section 3.15.      Surety Bonds.  Unless specifically required by law, no
director shall be obligated to give any bond or surety or other security for
the performance of any of his or her duties.  21


Section 3.16.      Reliance.  Each director, officer, employee and agent of
the Company shall, in the performance of his or her duties with respect to the
Company, be fully protected in relying in good faith upon the records of the
Company and on such information, opinions, reports or statements presented to
the Company by any officer or employee of the Company, or committees of the
Board of Directors, or by any other persons as to matters the director,
officer, employee or agent of the Company reasonably believes are within such
other persons professional or expert competence.  Section 3.17.      Qualifying
Shares Not Required.  Directors need
not be shareholders of the Company.  Section 3.18.      Certain Rights
of Directors, Officers, Employees and Agents.  Unless otherwise provided in a written
agreement with the Company, notwithstanding any duty (including any fiduciary
duty) that might otherwise exist in law or equity, it shall not be a breach of
any duty (including any fiduciary duty) or any other obligation of any type
whatsoever of any director for such director or affiliates of such director to
engage in outside business interests and activities in preference to or to the
exclusion of the Company or in direct competition with the Company; provided
that no confidential information of the Company may be used by any such
person.  Notwithstanding any duty
(including any fiduciary duty) that might otherwise exist in law or equity,
directors shall have no obligation hereunder or as a result of any duty
expressed or implied by law to present business opportunities to the Company
that may become available to such director or to affiliates of such director.  Section 3.19.      Emergency
Provisions.  Notwithstanding any
other provision in the LLC Agreement or these Bylaws, this Section 3.19
shall apply during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Board of Directors under
ARTICLE III cannot readily be obtained (an Emergency).  During any Emergency, unless otherwise
provided by the Board of Directors, (a) a meeting of the Board of
Directors may be called by any Managing Director or officer of the Company by
any means feasible under the circumstances and (b) notice of any meeting
of the Board of Directors during such an Emergency may be given less than 24
hours prior to the meeting to as many directors and by such means as it may be
feasible at the time, including publication, television or radio.  ARTICLE IVCOMMITTEES  Section 4.1.      Number; Tenure
and Qualifications.  The Board of
Directors shall appoint an Audit Committee, a Compensation Committee and a
Nominating and Governance Committee. 
Each of these committees shall be composed of three or more directors,
to serve at the pleasure of the Board of Directors.  The Board of Directors may also appoint other
committees from time to time composed of one or more directors to serve at the
pleasure of the Board of Directors.  The
Board of Directors shall adopt a charter with respect to the Audit Committee,
the Compensation Committee and the Nominating and Governance Committee, which
charter shall specify the purposes, the criteria for membership and the
responsibility and  22


duties
and may specify other matters with respect to each committee.  The Board of Directors may also adopt a
charter with respect to other committees.  Section 4.2.      Powers.  The Board of Directors may delegate any of
the powers of the Board of Directors to committees appointed under Section 4.1
and composed solely of directors, except as prohibited by law.  In the event that a charter has been adopted
with respect to a committee composed solely of directors, the charter shall
constitute a delegation by the Board by Directors of the powers of the Board of
Directors necessary to carry out the purposes, responsibilities and duties of a
committee provided in the charter or reasonably related to those purposes,
responsibilities and duties, to the extent permitted by law.  No committee appointed under Section 4.1
shall have the power or authority in reference to the following matters: (a) approving
or adopting, or recommending to the shareholders, any action or matter
expressly required by the LLC Agreement or applicable law to be submitted to
the shareholders for approval or (b) adopting, amending or repealing any
provision of the LLC Agreement.  Section 4.3.      Meetings.  Notice of committee meetings shall be given
in the same manner as notice for special meetings of the Board of
Directors.  A majority of the members of
any committee shall be present in person at any meeting of a committee in order
to constitute a quorum for the transaction of business at a meeting, and the
act of a majority present at a meeting at the time of a vote if a quorum is
then present shall be the act of a committee. 
The Board of Directors or, if authorized by the Board in a committee
charter or otherwise, the committee members may designate a chairman of any
committee, and the chairman or, in the absence of a chairman, a majority of any
committee may fix the time and place of its meetings unless the Board shall
otherwise provide.  In the absence or
disqualification of any member of any committee, the members thereof present at
any meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of absent or disqualified members. 
Each committee shall keep minutes of its proceedings and shall
periodically report its activities to the full Board of Directors and, except
as otherwise provided by law, an Exchange Rule or under the rules of
the S.E.C., any action by any committee shall be subject to revision and
alteration by the Board of Directors, provided that no rights of third persons
shall be affected by any such revision or alteration.  Section 4.4.      Telephone
Meetings.  Members of a committee may
participate in a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at
the same time.  Participation in a
meeting by these means shall constitute presence in person at the meeting.  Section 4.5.      Action by
Written Consent of Committees.  Any
action required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent in writing to
such action is signed by a majority of the committee and such written consent
is filed with the minutes of proceedings of such committee.  Section 4.6.      Vacancies.  Subject to the provisions hereof, the Board
of Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.  23


ARTICLE VOFFICERS  Section 5.1.      General
Provisions.  The Board of Directors
shall have the power and authority to appoint such officers with such titles,
authority and duties as determined by the Board of Directors.  The officers of the Company shall include a
chief executive officer, a president and a secretary and may include a chairman
of the board, a vice chairman of the board, a chief financial officer, a chief
operating officer, a treasurer, one or more vice presidents (who may be further
classified by such descriptions as executive, senior, assistant, or
otherwise, as the Board of Directors shall determine), one or more assistant
secretaries and one or more assistant treasurers.  The officers of the Company shall be elected
from time to time as the Board of Directors considers appropriate.  Each officer shall hold office until his or
her successor is elected and qualifies or until his or her death, resignation
or removal in the manner hereinafter provided. 
Any number of offices may be held by the same individual.  Election of an officer or agent shall not of
itself create contract rights between the Company and such officer or agent.  Section 5.2.      Removal and
Resignation.  Any officer or agent of
the Company may be removed by the Board of Directors if in their judgment the
best interests of the Company would be served thereby, but the removal shall be
without prejudice to the contract rights, if any, of the person so
removed.  The Board of Directors may
delegate the power of removal as to officers, agents and employees who have not
been appointed by the Board of Directors. 
Any officer of the Company may resign at any time by giving written
notice of his or her resignation to the Board of Directors, the chairman of the
board, the president or the secretary. 
Any resignation shall take effect at any time specified therein or, if
the time when it shall become effective is not specified therein, immediately
upon its receipt.  The acceptance of a
resignation shall not be necessary to make it effective unless otherwise stated
in the resignation.  A resignation shall
be without prejudice to the contract rights, if any, of the Company.  Section 5.3.      Vacancies.  A vacancy in any office may be filled by the
Board of Directors for the balance of the term.  Section 5.4.      Chief Executive
Officer.  Subject to the control of
the Board of Directors and the executive committee (if any) of the Board of
Directors, the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
Company with all such powers as may be reasonably incident to such responsibilities;
he or she may employ and discharge employees and agents of the Company except
such as shall be appointed by the Board of Directors, and he or she may
delegate these powers; he or she may agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
Company, and shall have such other powers and duties as designated in
accordance with the LLC Agreement and as from time to time may be assigned by
the Board of Directors.  Section 5.5.      Chief Operating
Officer.  The Board of Directors may
designate a chief operating officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer  24


Section 5.6.      Chief Financial
Officer.  The Board of Directors may
designate a chief financial officer from among the elected officers.  Said officer will have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.  Section 5.7.      Chairman of the
Board.  The Board of Directors may
elect one of its members as chairman of the board.  If elected, the chairman of the board shall
have such powers and duties as are designated in the LLC Agreement and as from
time to time may be assigned by the Board of Directors.  The chairman of the board, if any, and if
present and acting, shall preside at all meetings of the Board of Directors and
of shareholders, unless otherwise directed by the Board of Directors.  If the Board of Directors does not elect a
chairman or if the chairman is absent from the meeting, the chief executive
offer, if present and a director, or any other director chosen by the Board of
Directors, shall preside.  Section 5.8.      Vice Chairman
of the Board.  The Board of Directors
may elect one of its members as vice chairman of the board.  The vice chairman of the board will have the
responsibilities and duties as set forth by the Board of Directors.  Section 5.9.      President.  Unless the Board of Directors otherwise
determines, the president shall have such powers and duties as are designated
in accordance with the LLC Agreement, these Bylaws and as from time to time may
be assigned by the Board of Directors. 
The president may execute any deed, mortgage, bond, lease, contract or
other instrument, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Company or shall be required by law to be otherwise
executed, and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the directors from time
to time.  Section 5.10.      Vice
Presidents.  In the absence or
unavailability of the president, a vice president designated by the Board of
Directors shall perform the duties of the president and when so acting shall
have all the powers of the president; and shall perform such other duties as
from time to time may be assigned to him or her by the president, the chief
executive officer or the Board of Directors. 
The Board of Directors may designate one or more vice presidents as
executive vice presidents, senior vice presidents or as vice presidents for particular
areas of responsibility.  Section 5.11.      Secretary.  The secretary (or his or her designee)  shall issue all authorized notices for, and
shall keep minutes of, all meetings of the shareholders and the Board of
Directors.  The secretary shall have
charge of the Companys minute books and shall perform such other duties as the
Board of Directors may from time to time prescribe.  In the absence of a secretary, the person
presiding over the meeting may appoint any person to serve as secretary of the
meeting.  Section 5.12.      Treasurer.  The treasurer shall have responsibility for
the custody and control of all the funds and securities of the Company and
shall have such other powers and duties as are designated in accordance with
the LLC Agreement and as from time to time may be assigned to the treasurer by
the Board of Directors.  The treasurer
shall perform all acts incident to the position of treasurer, subject to the
control of the chief executive officer and the Board of Directors.  25


Section 5.13.      Assistant
Secretaries and Assistant Treasurers. 
The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or treasurer,
respectively, or by the president or the Board of Directors.  Section 5.14.      General Powers
of Officers.  (a)       Unless the Board of Directors otherwise
determines and subject to such limitations as the Board of Directors may adopt,
each officer shall have the authority to agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
Company.  The Board of Directors may from
time to time delegate all or a portion of the powers or duties of any officer
to any other officers or agents, notwithstanding any provision hereof.  (b)       Unless otherwise directed by the Board of
Directors, the chief executive officer, the president or any officer of the
Company authorized by the chief executive officer shall have power to vote and
otherwise act on behalf of the Company, in person or by proxy, at any meeting
of shareholders of or with respect to any action of equity holders of any other
entity in which the Company may hold securities and otherwise to exercise any
and all rights and powers which the Company may possess by reason of its
ownership of securities in such other entities.  ARTICLE VICHECKS AND
DEPOSITS  Section 6.1.      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 Company shall be signed by such officer or agent of
the Company in such manner as shall from time to time be determined by the
treasurer, the chief executive officer or the Board of Directors.  Section 6.2.      Deposits.  All funds of the Company not otherwise
employed shall be deposited from time to time to the credit of the Company in
such banks, trust companies or other depositories as the treasurer, the chief
executive officer or the Board of Directors may designate.  ARTICLE VIISHARES  Section 7.1.      Certificates.  Ownership of shares of the Company shall be
evidenced by certificates, or at the election of a shareholder in book entry
form.  Such certificates shall signed by
the chairman of the board, the president or a vice president and by the
secretary or an assistant secretary and may be sealed with the seal, if any, of
the Company.  The signatures may be
either manual or facsimile.  No
certificate shall be valid for any purpose until it has been countersigned by
the Transfer Agent (as defined in the LLC Agreement); provided, however,  26


that if the Board of Directors elects to issue shares or other
securities in global form, the certificates with regard thereto shall be valid
upon receipt by the Depository (as defined in the LLC Agreement) and need not
be countersigned.  Certificates shall be
consecutively numbered and if the Company shall from time to time issue several
classes of shares, each class may have its own number series.  Any or all of the signatures required on the
certificate may be by facsimile.  A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued.  Section 7.2.      Transfers.  (a)           Shares
of the Company shall be transferable in the manner provided by applicable law,
the LLC Agreement and these Bylaws and, to the fullest extent permitted by law,
any transfer or purported transfer of shares of the Company not made in
accordance with applicable law, the LLC Agreement or these Bylaws shall be null
and void.  (b)           The
Company shall be entitled to treat the holder of record of any shares or other
securities of the Company as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares or other securities on the part of any other person, regardless of
whether the Company shall have actual or other notice thereof, except as
otherwise provided by law or any applicable Exchange Rule.  Without limiting the foregoing, when a person
(such as a broker, dealer, bank, trust company or clearing corporation or an
agent of any of the foregoing) is acting as nominee, agent or in some other
representative capacity for another person in acquiring and/or holding shares
or other securities of the Company, as between the Company on the one hand,
such other persons on the other, such representative person shall be the record
holder of such shares or securities, as applicable.  Section 7.3.      Mutilated,
Destroyed, Lost or Stolen Certificates.  (a)           If
any mutilated certificate is surrendered to the Transfer Agent, the appropriate
officers on behalf of the Company shall execute, and the Transfer Agent shall
countersign and deliver in exchange therefor, a new certificate evidencing the
same number and type of securities as the certificate so surrendered.  (b)           The
appropriate officers on behalf of the Company shall execute and deliver, and
the Transfer Agent shall countersign, a new certificate in place of any
certificate previously issued if the record holder of the certificate:  (i)makes proof by affidavit, in form and substance satisfactory
to the Company or to the Transfer Agent, that a previously issued certificate
has been lost, destroyed or stolen;  (ii)requests the issuance of a new certificate before the Company
has notice that the certificate has been acquired  27


by a
purchaser for value in good faith and without notice of an adverse claim;  (iii)if requested by the Company or the Transfer Agent, delivers
to the Company a bond, in form and substance satisfactory to the Company or the
Transfer Agent, with a surety or sureties and with fixed or open penalty as the
Company or the Transfer Agent may direct to indemnify the Company and the
Transfer Agent against any claim that may be made on account of the alleged
loss, destruction or theft of the certificate; and  (iv)satisfies any other reasonable requirements imposed by the
Company or the Transfer Agent.  If
a shareholder fails to notify the Company within a reasonable time after such
shareholder has notice of the loss, destruction or theft of a certificate, and
a transfer of the shares of the Company represented by the certificate is
registered before the Company or the Transfer Agent receives such notification,
the shareholder shall be precluded from making any claim against the Company or
the Transfer Agent for such transfer or for a new certificate.  (c)           As
a condition to the issuance of any new certificate under this Section 7.3,
the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Transfer Agent) reasonably
connected therewith.  Section 7.4.      Closing
of Transfer Books or Fixing of Record Date.  (a)           The
Board of Directors may set, in advance, a record date for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or determining shareholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of shareholders for any other proper purpose.  (b)           In
lieu of fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not longer than 20
days.  If the stock transfer books are
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least 10
days before the date of such meeting.  (c)If no record date is fixed and the stock
transfer books are not closed for the determination of shareholders: (i) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next preceding the day on which
notice is given; and (ii) the record date for the determination of
shareholders entitled to receive payment of a dividend or an allotment of any
other rights shall be the close of business on the day on  28


which the resolution of the Board of Directors, declaring the
dividend or allotment of rights, is adopted.  (d)           When
a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof unless the Board of Directors shall set a new record
date with respect thereto.  Section 7.5.      Stock
Ledger.  The Company shall keep or
cause to be kept on behalf of the Company a register that provide for the
registration and transfer of both certificated and uncertificated shares of the
Company.  The Transfer Agent, as
registrar and transfer agent, shall maintain such register and shall register
shares and the transfer of such shares pursuant to the provisions of the LLC
Agreement and these Bylaws.  The register
shall, among other things, contain the name and address of each shareholder and
the number of shares of each class held by such shareholder.  ARTICLE VIII
REGULATORY COMPLIANCE AND DISCLOSURE  Section 8.1.      Actions
Requiring Regulatory Compliance Implicating the Company.  If any shareholder (whether individually or
constituting a group, as determined by the Board of Directors), by virtue of
such shareholders ownership interest in the Company or actions taken by the
shareholder affecting the Company, triggers the application of any requirement
or regulation of any federal, state, municipal or other governmental or
regulatory body on the Company or any subsidiary (for purposes of this ARTICLE
VIII, as defined in Section 2.14.5(c)) of the Company or any of their
respective businesses, assets or operations, including, without limitation, any
obligations to make or obtain a Governmental Action (as defined in Section 2.14.3),
such shareholder shall promptly take all actions necessary and fully cooperate
with the Company to ensure that such requirements or regulations are satisfied
without restricting, imposing additional obligations on or in any way limiting
the business, assets, operations or prospects of the Company or any subsidiary
of the Company.  If the shareholder fails
or is otherwise unable to promptly take such actions so to cause satisfaction
of such requirements or regulations, the shareholder shall promptly divest a
sufficient number of shares of the Company necessary to cause the application
of such requirement or regulation to not apply to the Company or any subsidiary
of the Company.  If the shareholder fails
to cause such satisfaction or divest itself of such sufficient number of shares
of the Company by not later than the 10th day after triggering such requirement
or regulation referred to in this Section 8.1, then any shares of the
Company beneficially owned by such shareholder at and in excess of the level
triggering the application of such requirement or regulation shall, to the
fullest extent permitted by law, be deemed to constitute shares of the Company
in excess of the Ownership Limit (as defined in Section 8.1 of the LLC
Agreement) and be subject to Article VIII of the LLC Agreement and any
actions triggering the application of such a requirement or regulation may be
deemed by the Company to be of no force or effect.  Moreover, if the shareholder who triggers the
application of any regulation or requirement fails to satisfy the requirements
or regulations or to take curative actions within such 10 day period, the
Company may take all other actions which the Board of Directors deems
appropriate to require compliance or to preserve the value of the  29


Companys assets; and the Company may charge the offending shareholder
for the Companys costs and expenses as well as any damages which may result to
the Company.  As an example and not as a limitation, at the time these Bylaws are
being adopted, the Company holds a controlling interest in gaming businesses in
Louisiana.  Louisiana law provides that
any persons who owns five percent or more of gaming businesses in Louisiana
shall provide detailed personal history and financial information and be
approved by the Louisiana Gaming Control Board. 
Accordingly, if a shareholder acquires five percent or more of the
Company and refuses to provide the Company with information required to be
submitted to the Louisiana Gaming Control Board or if the Louisiana Gaming
Control Board declines to approve such a shareholders ownership of the
Company, then, in either event, shares of the Company owned by such a
shareholder necessary to reduce its ownership to less than five percent of the
Company may be deemed shares in excess of the Ownership Limit and shall be
subject to the provisions of Article VIII of the LLC Agreement.  As a further example and not as a limitation, at the time these Bylaws
are being adopted, the Company holds a controlling ownership position in a
company being formed and licensed as an insurance company in the State of
Indiana.  The laws of the State of
Indiana have certain regulatory requirements for any person who seeks to
control (as defined under Indiana law) a company which itself controls an
insurance company domiciled in the State of Indiana, including by exercising
proxies representing 10% or more of the Companys voting securities.  Accordingly, if a shareholder seeks to
exercise proxies for a matter to be voted upon at a meeting of the Companys
shareholders without having obtained any applicable approvals from the Indiana
insurance regulatory authorities, such proxies representing 10% or more of the
Companys voting securities will, subject to Section 8.3, be void and of
no further force or effect.  Section 8.2.      Compliance
With Law.  Shareholders shall comply
with all applicable requirements of federal and state laws, including all rules and
regulations promulgated thereunder, in connection with such shareholders
ownership interest in the Company and all other laws which apply to the Company
or any subsidiary of the Company or their respective businesses, assets or
operations and which require action or inaction on the part of the shareholder.  Section 8.3.      Limitation
on Voting Shares or Proxies.  Without
limiting the provisions of Section 8.1, if a shareholder (whether
individually or constituting a group, as determined by the Board of Directors),
by virtue of such shareholders ownership interest in the Company or its
receipt or exercise of proxies to vote shares owned by other shareholders,
would not be permitted to vote the shareholders shares of the Company or
proxies for shares of the Company in excess of a certain amount pursuant to
applicable law (including by way of example, applicable state insurance
regulations) but the Board of Directors determines that the excess shares or
shares represented by the excess proxies are necessary to obtain a quorum, then
such shareholder shall not be entitled to vote any such excess shares or
proxies, and instead such excess shares or proxies may, to the fullest extent
permitted by law, be voted by the Companys applicable management services
provider (or by another person designated by the directors) in proportion to
the total shares otherwise voted on such matter.  30


Section 8.4.      Representations,
Warranties and Covenants Made to Governmental or Regulatory Bodies.  To the fullest extent permitted by law, any
representation, warranty or covenant made by a shareholder with any
governmental or regulatory body in connection with such shareholders interest
in the Company or any subsidiary of the Company shall be deemed to be
simultaneously made to, for the benefit of and enforceable by, the Company and
any applicable subsidiary of the Company.  Section 8.5.      Board
of Directors Determinations.  The
Board of Directors shall be empowered to make all determinations regarding the
interpretation, application, enforcement and compliance with any matters
referred to or contemplated by this ARTICLE VIII.  ARTICLE IXFISCAL
YEAR  Section 9.1.      Fiscal
Year.  The fiscal year of the Company
shall be a fiscal year ending December 31 or as otherwise determined by
the Board of Directors.  ARTICLE XDIVIDENDS
AND OTHER DISTRIBUTIONS  Section 10.1.      Dividends
and Other Distributions.  Subject to
the preferential rights of any additional classes or series of shares
authorized by the Board of Directors, the holders of common shares of the
Company shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Company which are by law available
therefor, distributions payable either in cash, in property or in securities of
the Company.  ARTICLE XISEAL  Section 11.1.      Seal.  The Board of Directors may authorize the
adoption of a seal by the Company.  The
Board of Directors may authorize one or more duplicate seals.  Section 11.2.      Affixing
Seal.  Whenever the Company is
permitted or required to affix its seal to a document, it shall be sufficient
to meet the requirements of any law, rule or regulation relating to a seal
to place the word (SEAL) adjacent to the signature of the person authorized
to execute the document on behalf of the Company.  31


ARTICLE XIIWAIVER OF
NOTICE  Section 12.1.      Waiver
of Notice.  Whenever any notice is
required to be given pursuant to the LLC Agreement, these Bylaws or applicable
law, a waiver thereof in writing, signed by the person or persons entitled to
such notice, or a waiver by electronic transmission by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor
the purpose of any meeting need be set forth in the waiver of notice or waiver
by electronic transmission, unless specifically required by statute.  The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.  ARTICLE XIIIAMENDMENT
OF BYLAWS  Section 13.1.      Amendment
of Bylaws.  These Bylaws may be
amended or repealed or new or additional Bylaws may be adopted only by the vote
or written consent of a majority of the Board of Directors.  ARTICLE XIVMISCELLANEOUS  Section 14.1.      References to
Limited Liability Company Agreement of the Company; Conflicting Provisions.  All references to the LLC Agreement shall
include any amendments thereto.  These
Bylaws are subject to the LLC Agreement, and in the event any provision under
these Bylaws is inconsistent with a provision of the LLC Agreement, the LLC
Agreement shall control.  Section 14.2.      Costs
and Expenses.  In addition to, and as
further clarification of each shareholders obligation to indemnify and hold
the Company harmless from and against all costs, expenses, penalties, fines and
other amounts, including, without limitation, attorneys and other professional
fees, whether third party or internal, arising from such shareholders
violation of any provision of the LLC Agreement or these Bylaws pursuant to Section 10.3
of the LLC Agreement, to the fullest extent permitted by law, each shareholder
will be liable to the Company for, and indemnify and hold harmless the Company
(and any subsidiaries or affiliates of the Company) from and against, all
costs, expenses, penalties, fines or other amounts, including without
limitation, reasonable attorneys and other professional fees, whether third
party or internal, arising from such shareholders breach of any provision of
these Bylaws or the LLC Agreement or any action against the Company in which
such shareholder is not the prevailing party, and shall pay such amounts on
demand, together with interest on such amounts, which interest will accrue at the
lesser of the Companys highest marginal borrowing rate, per  32


annum compounded, and the maximum amount permitted by law, from the
date such costs or the like are incurred until the receipt of payment.  Section 14.3.      Ratification.  To the fullest extent permitted by applicable
law, the Board of Directors or the shareholders may ratify and make binding on
the Company any action or inaction by the Company or its officers to the extent
that the Board of Directors or the shareholders could have originally
authorized the matter.  Moreover, to the
fullest extent permitted by applicable law, any action or inaction questioned
in any shareholders derivative proceeding or any other proceeding on the
ground of lack of authority, defective or irregular execution, adverse interest
of a director, officer or shareholder, non-disclosure, miscomputation, the
application of improper principles or practices of accounting, or otherwise,
may be ratified, before or after judgment, by the Board of Directors or by the
shareholders and, if so ratified, shall have the same force and effect as if
the questioned action or inaction had been originally duly authorized, and such
ratification shall be binding upon the Company and its shareholders and shall
constitute a bar to any claim or execution of any judgment in respect of such
questioned action or inaction.  Section 14.4.      Ambiguity.  In the case of an ambiguity in the
application of any provision of these Bylaws or any definition contained in
these Bylaws, the Board of Directors shall have the sole power to determine the
application of such provisions with respect to any situation based on the facts
known to it and such determination shall be final and binding unless determined
by a court of competent jurisdiction to have been made in bad faith.  Section 14.5.      Inspection
of Bylaws.  The Board of Directors
shall keep at the principal office for the transaction of business of the
Company the original or a copy of the Bylaws as amended or otherwise altered to
date, certified by the secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.  33