<PAGE>
                                                                     EXHIBIT 3.2


                                   AMENDED AND

                                 RESTATED BYLAWS

                                       OF

                         THERMADYNE HOLDINGS CORPORATION

                             A Delaware Corporation


<PAGE>


                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                           PAGE
                                                                                           ----
<S>              <C>                                                                       <C>
ARTICLE I:         OFFICES ................................................................. 1
          1.1    Registered Office and Agent ............................................... 1
          1.2    Other Offices ............................................................. 1
ARTICLE II:        MEETINGS OF STOCKHOLDERS ................................................ 1
          2.1    Annual Meeting ............................................................ 1
          2.2    Special Meeting ........................................................... 1
          2.3    Place of Meetings ......................................................... 2
          2.4    Notice .................................................................... 2
          2.5    Notice of Stockholder Business ............................................ 2
          2.6    Voting List ............................................................... 2
          2.7    Quorum .................................................................... 3
          2.8    Required Vote; Withdrawal of Quorum ....................................... 3
          2.9    Method of Voting; Proxies ................................................. 3
          2.10   Record Date ............................................................... 3
          2.11   Conduct of Meeting ........................................................ 4
          2.12   Inspectors ................................................................ 4
ARTICLE III:       DIRECTORS ............................................................... 5
          3.1    Management ................................................................ 5
          3.2    Number; Qualification; Election; Term ..................................... 5
          3.3    Change in Number .......................................................... 5
          3.4    Removal; Vacancies ........................................................ 5
          3.5    Meetings of Directors ..................................................... 5
          3.6    First Meeting ............................................................. 5
          3.7    Election of Officers ...................................................... 6
          3.8    Regular Meetings .......................................................... 6
          3.9    Special Meetings .......................................................... 6
          3.10   Notice .................................................................... 6
          3.11   Quorum; Majority Vote ..................................................... 6
          3.12   Procedure ................................................................. 6
</Table>



                                       i

<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                           PAGE
                                                                                           ----
<S>              <C>                                                                       <C>
          3.13   Presumption of Assent ..................................................... 6
          3.14   Compensation .............................................................. 7
ARTICLE IV:        COMMITTEES .............................................................. 7
          4.1    Designation ............................................................... 7
          4.2    Number; Qualification; Term ............................................... 7
          4.3    Authority ................................................................. 7
          4.4    Committee Changes ......................................................... 7
          4.5    Alternate Members of Committees ........................................... 7
          4.6    Regular Meetings .......................................................... 7
          4.7    Special Meetings .......................................................... 7
          4.8    Quorum; Majority Vote ..................................................... 8
          4.9    Minutes ................................................................... 8
          4.10   Compensation .............................................................. 8
          4.11   Responsibility ............................................................ 8
ARTICLE V:         NOTICE .................................................................. 8
          5.1    Method .................................................................... 8
          5.2    Waiver .................................................................... 8
ARTICLE VI:        OFFICERS ................................................................ 9
          6.1    Number; Titles; Term of Office ............................................ 9
          6.2    Removal ................................................................... 9
          6.3    Vacancies ................................................................. 9
          6.4    Authority ................................................................. 9
          6.5    Compensation .............................................................. 9
          6.6    Chairman of the Board ..................................................... 9
          6.7    President ................................................................. 9
          6.8    Vice Presidents ...........................................................10
          6.9    Treasurer .................................................................10
          6.10   Assistant Treasurers ......................................................10
          6.11   Secretary .................................................................10
</Table>



                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)
<Table>
<Caption>
                                                                                           PAGE
                                                                                           ----
<S>              <C>                                                                       <C>
          6.12   Assistant Secretaries .....................................................10
ARTICLE VII:       CERTIFICATES AND STOCKHOLDERS ...........................................10
          7.1    Certificates for Shares ...................................................10
          7.2    Replacement of Lost or Destroyed Certificates .............................11
          7.3    Transfer of Shares ........................................................11
          7.4    Registered Stockholders ...................................................11
          7.5    Regulations ...............................................................11
          7.6    Legends ...................................................................11
ARTICLE VIII:      MISCELLANEOUS PROVISIONS ................................................12
          8.1    Dividends .................................................................12
          8.2    Reserves ..................................................................12
          8.3    Books and Records .........................................................12
          8.4    Fiscal Year ...............................................................12
          8.5    Seal ......................................................................12
          8.6    Resignations ..............................................................12
          8.7    Securities of Other Corporations ..........................................12
          8.8    Telephone Meetings ........................................................12
          8.9    Action Without a Meeting ..................................................13
          8.10   Invalid Provisions ........................................................13
          8.11   Mortgages, etc. ...........................................................13
          8.12   Headings ..................................................................14
          8.13   References ................................................................14
          8.14   Amendments ................................................................14
</Table>



                                       iii

<PAGE>
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         THERMADYNE HOLDINGS CORPORATION

                             A DELAWARE CORPORATION

                                    PREAMBLE

                  These Amended and Restated Bylaws (the "Bylaws") have been
duly adopted in accordance with Sections 109 and 303 of the General Corporation
Law of the State of Delaware (the "DGCL") to put into effect and carry out the
First Amended and Restated Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code for Thermadyne Holdings Corporation, et al., as confirmed on
April 3, 2003 by order (the "Order") of the United States Bankruptcy Court for
the Eastern District of Missouri, Eastern Division.

                  These Bylaws are subject to, and governed by, the DGCL and the
certificate of incorporation of Thermadyne Holdings Corporation, a Delaware
corporation (the "Corporation"). In the event of a direct conflict between the
provisions of these Bylaws and the mandatory provisions of the DGCL or the
provisions of the certificate of incorporation of the Corporation, such
provisions of the DGCL or the certificate of incorporation of the Corporation,
as the case may be, will be controlling.

                               ARTICLE I: OFFICES

         1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

         1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or as the business of the Corporation may
require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

         2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

         2.2 Special Meeting. A special meeting of the stockholders may be
called by the board of directors pursuant to a resolution adopted by a majority
of the Directors (as defined in


<PAGE>
Section 3.2 hereof) then serving, by the Chairman of the Board, or by any holder
or holders of record of at least 25% of the outstanding shares of capital stock
of the Corporation then entitled to vote on any matter for which the respective
special meeting is being called (considered for this purpose as one class). A
special meeting shall be held on such date and at such time as shall be
designated by the person(s) calling the meeting and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a special meeting as may be stated or indicated
in the notice of such meeting given in accordance with these Bylaws or in a duly
executed waiver of notice of such meeting.

         2.3 Place of Meetings. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.4 Notice. Written or printed notice stating the place, day, and time
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or person(s) calling the meeting, to each stockholder of record entitled
to vote at such meeting. If such notice is to be sent by mail, it shall be
directed to such stockholder at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address, in which
case it shall be directed to him at such other address. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting is
not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

         2.5 Notice of Stockholder Business. At annual or special meetings of
the stockholders, only such business shall be conducted as shall have been
brought before the meetings (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the board of directors, or (iii) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 2.5, who shall be entitled to vote
at such meeting, and who complies with the notice procedures set forth in this
Section 2.5.

         2.6 Voting List. At least ten days before each meeting of stockholders,
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare a complete list of stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder and number of
shares registered in the name of each stockholder. For a period of ten days
prior to such meeting, such list shall be (a) made available on a reasonably
accessible electronic network, access to which shall be specified in the notice
of meeting or a duly executed waiver of notice of such meeting or (b) kept on
file at a place within the city where the meeting is to be held, which place
shall be specified in the notice of meeting or a duly executed waiver of notice
of such meeting or, if not



                                       2
<PAGE>
so specified, at the principal place of business of the Corporation and shall be
open to examination by any stockholder during ordinary business hours. Such list
shall be produced at such meeting and kept at the meeting at all times during
such meeting and may be inspected by any stockholder who is present.

         2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by law, the certificate of incorporation of the Corporation, or these Bylaws. If
a quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote thereat who are present, in
person or by proxy (or, if no stockholder entitled to vote is present, any
officer of the Corporation), may adjourn the meeting from time to time without
notice other than announcement at the meeting (unless the board of directors,
after such adjournment, fixes a new record date for the adjourned meeting),
until a quorum shall be present, in person or by proxy. At any adjourned meeting
at which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a quorum
been present; provided that, if the adjournment is for more than 30 days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

         2.8 Required Vote: Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat who are present, in person or
by proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the certificate of
incorporation of the Corporation, or these Bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The stockholders present at a duly constituted meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

         2.9 Method of Voting: Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share of capital stock, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. Elections of
directors need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. If no date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.

         2.10 Record Date. For the purpose of determining stockholders entitled
(a) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful



                                       3

<PAGE>
action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, for any such determination of stockholders, such date
in any case to be not more than 60 days and not less than ten days prior to such
meeting nor more than 60 days prior to any other action. If no record date is
fixed:

                          (i) The record date for determining stockholders
          entitled to notice of or to vote at a meeting of stockholders shall be
          at the close of business on the day next preceding the day on which
          notice is given or, if notice is waived, at the close of business on
          the day next preceding the day on which the meeting is held.

                          (ii) The record date for determining stockholders for
          any other purpose shall be at the close of business on the day on
          which the board of directors adopts the resolution relating thereto.

                          (iii) A determination of stockholders of record
          entitled to notice of or to vote at a meeting of stockholders shall
          apply to any adjournment of the meeting; provided, however, that the
          board of directors may fix a new record date for the adjourned
          meeting.

          2.11 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of stockholders. The
Secretary shall keep the records of each meeting of stockholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the
meeting.

          2.12 Inspectors. The board of directors may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares of capital stock of the Corporation
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies
and shall receive votes, ballots, or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots, or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.



                                       4

<PAGE>
                             ARTICLE III: DIRECTORS


          3.1 Management. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these Bylaws, the board
of directors may exercise all the powers of the Corporation.

          3.2 Number; Qualification; Election; Term. The number of directors
which shall constitute the entire board of directors shall be not less than one.
The directors of the Corporation shall be referred to herein as "Directors."
The term of office of the initial Directors shall expire at the 2004 annual
meeting of stockholders which shall be held twelve (12) months after the date
hereof with each director to hold office until his successor shall have been
duly elected and qualified. At each annual meeting of stockholders, Directors
elected to succeed those Directors whose terms then expire shall be elected for
a term of office to expire at the succeeding annual meeting of stockholders
after their election, with each Director to hold office until his successor
shall have been duly elected and qualified.

          3.3 Change in Number. No decrease in the number of Directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent Director.

          3.4 Removal; Vacancies.

              Any or all Directors may be removed, but only for cause, at any
annual or special meeting of stockholders, upon the affirmative vote of the
holders of a majority of the outstanding shares of each class of capital stock
then entitled to vote in person or by proxy at an election of such Directors,
provided that notice of the intention to act upon such matter shall have been
given in the notice calling such meeting. Newly created directorships resulting
from any increase in the authorized number of Directors and any vacancies
occurring in the board of directors caused by death, resignation, retirement,
disqualification, removal or other termination from office of any Directors may
be filled by the vote of a majority of the Directors then in office, though less
than a quorum, or by the affirmative vote, at any annual meeting or any special
meeting of the stockholders called for the purpose of filling such directorship,
of the holders of a majority of the outstanding shares of each class of capital
stock then entitled to vote in person or by proxy at an election of such
Directors. Each successor Director so chosen shall have been chosen and until
his respective successor shall have been duly elected and qualified.

          3.5 Meetings of Directors. The Directors may hold their meetings and
may have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Delaware
as the board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

          3.6 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.



                                       5

<PAGE>

         3.7 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.

         3.8 Regular Meetings. Regular meetings of the board of directors shall
be held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

         3.9 Special Meetings. Special meetings of the board of directors shall
be held whenever called by the Chairman of the Board, the President, or any
Director.

         3.10 Notice. The Secretary shall give notice of each special meeting to
each Director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any Director who, either before or after the meeting,
submits a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. The
purpose of any special meeting shall be specified in the notice or waiver of
notice of such meeting.

         3.11 Quorum; Majority Vote. At all meetings of the board of directors,
a majority of the Directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there is less than a quorum present, a majority of those
present or any Director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the certificate of incorporation of the Corporation, or these Bylaws, the act of
a majority of the Directors present at a meeting at which a quorum is in
attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Corporation provides that Directors elected
by the holders of a class or series of stock shall have more or less than one
vote per Director on any matter, every reference in these Bylaws to a majority
or other proportion of Directors shall refer to a majority or other proportion
of the votes of such Directors.

          3.12 Procedure. At meetings of the board of directors, business shall
be transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the Directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the board of directors
unless the board of directors appoints another person to act as secretary of the
meeting. The board of directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

          3.13 Presumption of Assent. A Director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.



                                       6
<PAGE>

         3.14 Compensation. The board of directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
Directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any Director from serving the Corporation in any
other capacity or receiving compensation therefor.

                             ARTICLE IV: COMMITTEES

         4.1 Designation. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate one or more committees.

         4.2 Number; Qualification; Term. Each committee shall consist of one or
more Directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as Director, (ii) his resignation as a committee
member or as a Director, or (iii) his removal as a committee member or as a
Director.

          4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Corporation except to the extent expressly restricted by such
resolution or by law, the certificate of incorporation of the Corporation, or
these Bylaws.

         4.4 Committee Changes. The board of directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

         4.5 Alternate Members of Committees. The board of directors may
designate one or more Directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

         4.6 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

          4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least 24 hours before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.



                                       7

<PAGE>
         4.8 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Corporation, or these Bylaws.

         4.9 Minutes. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the board of directors upon the request
of the board of directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.

         4.10 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

         4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any Director of any responsibility imposed upon it or such Director
by law.

                                ARTICLE V: NOTICE

         5.1 Method. Whenever by statute, the certificate of incorporation of
the Corporation, or these bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, or facsimile or other form of
electronic transmission, provided such other form of electronic transmission
creates a record that may be retained, retrieved, and reviewed by the recipient
thereof, may be directly reproduced in paper form by such recipient, and such
recipient has consented to the delivery of notice by such method). All notices
shall be deemed to be delivered and given at the time when the same is deposited
in the United States mail, delivered to the overnight courier service or
telegram service, or transmitted by facsimile or other form of electronic
transmission, as applicable, and in each case with any and all charges prepaid
and addressed as aforesaid.

         5.2 Waiver. Whenever any notice is required to be given to any
stockholder, Director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, Director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the



                                       8
<PAGE>

express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                              ARTICLE VI: OFFICERS

         6.1 Number; Titles; Term of Office. The officers of the Corporation may
be a Chairman of the Board, a President, a Secretary, and such other officers as
the board of directors may from time to time elect or appoint, including one or
more Vice Presidents (with each Vice President to have such descriptive title,
if any, as the board of directors shall determine) and a Treasurer. Each officer
shall hold office until his successor shall have been duly elected and shall
have qualified, until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided. Any two or more offices may be held
by the same person. None of the officers need be a stockholder or a Director of
the Corporation or a resident of the State of Delaware.

         6.2 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         6.3 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the board of
directors.

         6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these Bylaws.

         6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided, however,
that the board of directors may delegate the power to determine the compensation
of any officer and agent (other than the officer to whom such power is
delegated) to the Chairman of the Board or the President

         6.6 Chairman of the Board. The Chairman of the Board shall, subject to
the supervision of the board of directors of the Corporation, have the general
management and control of the Corporation. Such officer shall preside at all
meetings of the stockholders and of the board of directors and shall have such
duties as may from time to time be assigned by the board of directors. Such
officer may sign all certificates for shares of stock of the Corporation.

         6.7 President. The President shall, subject to the supervision of the
board of directors of the Corporation, have general executive charge,
management, and control of the properties and operations of the Corporation in
the ordinary course of its business, with all such powers with respect to such
properties and operations as may be reasonably incident to such
responsibilities. In the absence or inability to act of the Chairman of the
Board, the President shall exercise all of the powers and discharge all of the
duties of the Chairman of the Board. As between the Corporation and third
parties, any action taken by the President in the performance of the duties of
the Chairman of the Board shall be conclusive evidence that the Chairman of the
Board is absent or unable to act.



                                       9

<PAGE>

         6.8 Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the board of directors, the Chairman of the
Board, or the President, and (in order of their seniority as determined by the
board of directors or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President) shall exercise
the powers of the President during that officer's absence or inability to act.
As between the Corporation and third parties, any action taken by a Vice
President in the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.

         6.9 Treasurer. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board, or the
President.

         6.10 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and duties as maybe assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the order
of their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Treasurer) shall exercise the powers of the Treasurer during
that officer's absence or inability to act.

         6.11 Secretary. Except as otherwise provided in these Bylaws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board or the President or any other authorized officer of the Corporation, in
the name of the Corporation, all contracts of the Corporation and affix the seal
of the Corporation thereto. He may sign with the Chairman of the Board or the
President or any Vice President all certificates for shares of stock of the
Corporation, and he shall have charge of the certificate books, transfer books,
and stock papers as the board of directors may direct, all of which shall at all
reasonable times be open to inspection by any Director upon application at the
office of the Corporation during business hours. He shall in general perform all
duties incident to the office of the Secretary, subject to the control of the
board of directors, the Chairman of the Board, and the President.

         6.12 Assistant Secretaries. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the board of directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.

                   ARTICLE VII: CERTIFICATES AND STOCKHOLDERS

         7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by



                                       10

<PAGE>
the Chairman of the Board or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue. The certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued and shall exhibit the holder's name and the
number of shares.

         7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

         7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

         7.4 Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

         7.5 Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.6 Legends. The board of directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.



                                       11

<PAGE>
                     ARTICLE VIII: MISCELLANEOUS PROVISIONS

         8.1 Dividends. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

         8.2 Reserves. There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the Directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

         8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

         8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by
the board of directors.

         8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the board of directors.

         8.6 Resignations. Any Director, committee member, or officer may resign
by so stating at any meeting of the board of directors or by giving written
notice to the board of directors, the Chairman of the Board, the President, or
the Secretary. Such resignation shall take effect at the time specified therein
or, if no time is specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         8.7 Securities of Other Corporations. The Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

         8.8 Telephone Meetings. Stockholders (acting for themselves or through
a proxy), members of the board of directors, and members of a committee of the
board of directors may participate in and hold a meeting of such stockholders,
board of directors, or committee by means of a conference telephone or similar
communications equipment by means of which persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this section
shall constitute presence in person at such meeting, except where a person
participates in the 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.



                                       12
<PAGE>

         8.9 Action Without a Meeting.

                 (a) Except as otherwise provided in the certificate of
         incorporation of the Corporation, any action required by the DGCL to be
         taken at any annual or special meeting of the stockholders, or any
         action which may be taken at any annual or special meeting of the
         stockholders, may be taken without a meeting, without prior notice, and
         without a vote, if a consent or consents in writing, setting forth the
         action so taken, shall be signed by the holders (acting for themselves
         or through a proxy) of outstanding stock having not less than the
         minimum number of votes that would be necessary to authorize or take
         such action at a meeting at which the holders of all shares entitled to
         vote thereon were present and voted and shall be delivered to the
         Corporation by delivery to its registered office in the State of
         Delaware, its principal place of business, or an officer or agent of
         the Corporation having custody of the book in which proceedings of
         meetings of stockholders are recorded. Every written consent of
         stockholders shall bear the date of signature of each stockholder who
         signs the consent and no written consent shall be effective to take the
         corporate action referred to therein unless, within sixty days of the
         earliest dated consent delivered in the manner required by this Section
         8.9(a) to the Corporation, written consents signed by a sufficient
         number of holders to take action are delivered to the Corporation by
         delivery to its registered office in the State of Delaware, its
         principal place of business, or an officer or agent of the Corporation
         having custody of the book in which proceedings of meetings of
         stockholders are recorded. Delivery made to the Corporation's
         registered office, principal place of business, or such officer or
         agent shall be by hand or by certified or registered mail, return
         receipt requested.

                 (b) Except as otherwise provided in the certificate of
         incorporation of the Corporation or in these Bylaws, any action
         required or permitted to be taken at a meeting of the board of
         directors, or of any committee of the board of directors, may be taken
         without a meeting if a consent or consents in writing, setting forth
         the action so taken, shall be signed by all the Directors or all the
         committee members, as the case may be, entitled to vote with respect to
         the subject matter thereof, and such consent shall have the same force
         and effect as a vote of such Directors or committee members, as the
         case may be, and may be stated as such in any certificate or document
         filed with the Secretary of State of the State of Delaware or in any
         certificate delivered to any person. Such consent or consents shall be
         filed with the minutes of proceedings of the board or committee, as the
         case maybe.

         8.10 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

         8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.



                                       13
<PAGE>
         8.12 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

         8.13 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

         8.14 Amendments. The board of directors may, upon the affirmative vote
of a majority of the Directors in accordance with Section 3.11 hereof, make,
adopt alter, amend, and repeal from time to time these Bylaws and make from time
to time new Bylaws of the Corporation (subject to the right of the stockholders
entitled to vote thereon to adopt, alter, amend, and repeal Bylaws made by the
board of directors or to make new Bylaws); provided, however, that the
stockholders of the Corporation may adopt, alter, amend, or repeal Bylaws made
by the board of directors or make new Bylaws solely upon the affirmative vote of
the holders of at least a majority of the outstanding shares of each class of
capital stock then entitled to vote thereon.



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                                       14
<PAGE>
         The undersigned Secretary of the Corporation hereby certifies that the
foregoing Amended and Restated Bylaws were adopted pursuant to the Order as of
May 23, 2003.



                                                  /s/ PATRICIA S. WILLIAMS
                                                  ------------------------------
                                                  Name: Patricia S. Williams
                                                  Title: Vice President, General
                                                         Counsel and Secretary