**EXHIBIT 3.5****AMENDED AND RESTATED****BY-LAWS****OF****TOWN SPORTS INTERNATIONAL HOLDINGS, INC.****ARTICLE I****OFFICES**          SECTION 1. The registered office of the Corporation in the State of Delaware shall be locatedat the principal place of business in said state of the corporation or individual acting as theCorporation’s registered agent.          SECTION 2. The Corporation may have other offices, either within or without the State ofDelaware, at such place or places as the Board of Directors may from time to time determine or thebusiness of the Corporation may require.**ARTICLE II****MEETINGS OF STOCKHOLDERS**          SECTION 1. All meetings of the stockholders for the election of directors shall be held atsuch place as may be fixed from time to time by the Board of Directors, or at such other placeeither within or without the State of Delaware as shall be designated from time to time by theBoard of Directors and stated in the notice of the meeting. Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State of Delaware, as shall bestated in the notice of the meeting or in a duly executed waiver of notice thereof.          SECTION 2. Annual meetings of stockholders shall be held at such date and time as shall bedesignated from time to time by the Board of Directors and stated in the notice of the meeting. Ateach annual meeting, the stockholders shall elect directors and transact such other business as mayproperly be brought before the meeting.          SECTION 3. Written notice of the annual meeting stating the place, date and hour of themeeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10)nor more than sixty (60) days before the date of the meeting.          SECTION 4. The officer who has charge of the stock ledger of the Corporation shall prepare andmake available, at least ten (10) days before every meeting of stockholders, a

 
complete list of the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of shares registered in the nameof each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period of at least ten (10)days prior to the meeting, either at a place within the city where the meeting is to be held, whichplace shall be specified in the notice of the meeting, or, if not so specified, at the place wherethe meeting is to be held. The list shall also be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholder who is present.          SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwiseprescribed by statute or by the Corporation’s certificate of incorporation, may only be called bythe Chairperson of the Board, the Chief Executive Officer, the President or at the written requestof at least a majority of the members of the Board of Directors.          SECTION 6. Written notice of a special meeting stating the place, date and time of the meetingand the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10)nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to voteat such meeting.          SECTION 7. Business transacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.          SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise provided by statute or by theCorporation’s certificate of incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the stockholders, the chairperson of the meeting, the Chairperson ofthe Board, the Chief Executive Officer, the President or the holders of a majority of the stock theCorporation entitled to vote thereat, present in person or represented by proxy, shall have powerto adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present or represented. At such adjourned meeting at which a quorum shallbe present or represented any business may be transacted that might have been transacted at themeeting as originally notified. If the adjournment is for more than thirty (30) days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at the meeting.          SECTION 9. When a quorum is present at any meeting:          1. directors shall be elected by a plurality of the votes castby the holders of stock entitled to vote in the election and presentin person or represented by proxy, and          2. the vote of the holders of a majority of the stock havingvoting power present in person or represented by proxy shall decideany question brought before such meeting,
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unless the question is one upon which by express provision of applicable law or of theCorporation’s certificate of incorporation, a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.          SECTION 10. Unless otherwise provided in the Corporation’s certificate of incorporation, eachstockholder shall at every meeting of the stockholders be entitled to one vote in person or byproxy for each share of the capital stock having voting power held by such stockholder, but noproxy shall be voted on after three (3) years from its date, unless the proxy provides for a longerperiod.          SECTION 11. Unless otherwise provided in the Corporation’s certificate of incorporation, thechairperson of the meeting or the Chief Executive Officer may adjourn a meeting of stockholdersfrom time to time, without notice other than announcement at the meeting. No notice of the timeand place of an adjourned meeting need be given except as required by law.          SECTION 12. At an annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting. To be properly brought before an annualmeeting business must be (a) specified in the notice of meeting (or any supplement thereto) givenby or at the direction of the Board of Directors, (b) otherwise properly brought before the meetingby or at the direction of the Board of Directors, or (c) otherwise properly brought before themeeting by a stockholder. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writing to the Secretary ofthe Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the Corporation not less than 60 days nor more than 90 daysprior to the meeting; provided, however, that in the event that less than 70 days’ notice or priorpublic disclosure of the date of the meeting is given or made to stockholders, notice by thestockholder to be timely must be so received not later than the close of business on the 10th dayfollowing the day on which such notice of the date of the annual meeting was mailed or such publicdisclosure was made. A stockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting (a) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conducting such business at theannual meeting, (b) the name and address, as they appear on the Corporation’s books, of thestockholder proposing such business, (c) the class and number of shares of the Corporation whichare beneficially owned by the stockholder, and (d) any material interest of the stockholder in suchbusiness. Notwithstanding anything in the By-Laws to the contrary, no business shall be conductedat any annual meeting except in accordance with the procedures set forth in this Section. TheChairperson of the annual meeting shall, if the facts warrant, determine and declare to the meetingthat business was not properly brought before the meeting and in accordance with the provisions ofthis Section, and any such business not properly brought before the meeting shall not betransacted.
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**ARTICLE III****DIRECTORS**          SECTION 1. The business of the Corporation shall be managed by or under the direction of itsBoard of Directors which may exercise all such powers of the Corporation and do all such lawfulacts and things as are not by statute or by the Corporation’s certificate of incorporation or bythese By-laws directed or required to be exercised or done by the stockholders.          SECTION 2. The number of directors that shall constitute the whole Board of Directors shall bedetermined by resolution of the Board of Directors or by the stockholders at the annual meeting ofthe stockholders. Directors need not be residents of the State of Delaware or stockholders of theCorporation. No decrease in the number of directors shall shorten the term of an incumbentdirector.          SECTION 3. The Board of Directors shall be elected in the manner set forth in theCorporation’s certificate of incorporation.**Meetings of the Board of Directors**          SECTION 4. The Board of Directors of the Corporation may hold meetings, both regular andspecial, either within or without the State of Delaware.          SECTION 5. Regular meetings of the Board of Directors may be held at such dates, times andplaces as shall be determined by the Board of Directors.          SECTION 6. Special meetings of the Board of Directors may be called by the Chairperson of theBoard, the Chief Executive Officer or the President on two (2) days’ notice to each director bymail or twenty-four (24) hours’ notice to each director either personally or by telecopy or othermeans of electronic transmission; special meetings shall be called by the Chairperson of the Board,the Chief Executive Officer, President or Secretary in like manner and on like notice on thewritten request of two directors unless the Board of Directors consists of only one director, inwhich case special meetings shall be called by the Chairperson of the Board, the Chief ExecutiveOfficer, the President or Secretary in like manner and on like notice on the written request of thesole director.          SECTION 7. At all meetings of the Board of Directors, a majority of the directors fixed bySection 2 of this Article III shall constitute a quorum for the transaction of business and the actof a majority of the directors present at any meeting at which there is a quorum shall be the actof the Board of Directors, except as may be otherwise specifically provided by applicable law or bythe Corporation’s certificate of incorporation. If a quorum shall not be present at any meeting ofthe Board of Directors, the directors present thereat may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall be present.
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          SECTION 8. Unless otherwise provided by statute, the Corporation’s certificate ofincorporation or these By-laws, the vote of a majority of the directors at any meeting at which aquorum is present shall be the act of the Board of Directors. Each director shall have one voteregardless of the number of shares, if any, which he or she may hold.          SECTION 9. Unless otherwise restricted by the Corporation’s certificate of incorporation orthese By-laws, any action required or permitted to be taken at any meeting of the Board ofDirectors or of any committee thereof may be taken without a meeting, if all members of the Boardor committee, as the case may be, consent thereto in writing, and the writing or writings are filedwith the minutes of proceedings of the Board or committee.          SECTION 10. Unless otherwise restricted by the Corporation’s certificate of incorporation orthese By-laws, members of the Board of Directors, or any committee designated by the Board ofDirectors, may participate in a meeting of the Board of Directors, or any committee thereof, bymeans of conference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.**Committees of Directors**          SECTION 11. The Board of Directors may, by resolution passed by a majority of the whole Board,designate one or more committees, each committee to consist of one or more of the directors of theCorporation. The Board of Directors may designate one or more directors as alternate members ofany committee, who may replace any absent or disqualified member at any meeting of the committee.          In the absence or disqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.          Any such committee, to the extent provided in the resolution of the Board of Directors, shallhave and may exercise all the powers and authority of the Board of Directors in the management ofthe business and affairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all papers which may require it; but no such committee shall have the power or authorityin reference to amending the Corporation’s certificate of incorporation, adopting an agreement ofmerger or consolidation, recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the Corporation’s property and assets, recommending to the stockholders adissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of theCorporation; and, unless the resolution or the Corporation’s certificate of incorporation expresslyso provide, no such committee shall have the power or authority to declare a dividend or toauthorize the issuance of stock. Such committee or committees shall have such name or names as maybe determined from time to time by resolution adopted by the Board of Directors. Each suchcommittee, or the Board of Directors, may, but is not required to, adopt a written charter settingforth the matters to be determined by
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such committee, the scope of the responsibilities of such committee, and the means by whichsuch committee carries out such responsibilities.          SECTION 12. Each committee shall keep regular minutes of its meetings and report the same tothe Board of Directors when required.**Compensation of Directors**          SECTION 13. Unless otherwise restricted by the Corporation’s certificate of incorporation orthese By-laws, the Board of Directors shall have the authority to fix the compensation ofdirectors. The directors may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors. The directors may be paid a fixed sum for attendance at each meeting of theBoard of Directors, a stated salary as a director or a combination of both. Directors may becompensated in any form, including by payment of cash or property of any kind or by the issuance orgrant of stock options, restricted stock or any other equity, equity-linked or debt securities ofthe Corporation. No such compensation shall preclude any director from serving the Corporation inany other capacity and receiving compensation therefor. Members of special or standing committeesmay be allowed like compensation for attending committee meetings.**Removal of Directors**          SECTION 14. Any director or the entire Board of Directors may be removed only in accordancewith the provisions of the Corporation’s certificate of incorporation.**ARTICLE IV****OFFICERS**          SECTION 1. The Board of Directors shall elect a Chief Executive Officer and a Secretary, eachof whom shall hold office until a successor is elected and qualified or until the earlierresignation or removal of such officer. The Board of Directors may elect from its members aChairperson of the Board and a Vice Chairperson of the Board. The Board of Directors may alsoelect or appoint a President, one or more Vice Presidents, a Chief Financial Officer, a Treasurer,Assistant Secretaries and Assistant Treasurers.          SECTION 2. The Board of Directors may appoint such other officers and agents as it shall deemnecessary or desirable who shall exercise such powers and perform such duties as shall bedetermined from time to time by the Board.          SECTION 3. Two or more offices may be held by the same person. The officers of theCorporation shall hold office until their successors are chosen and qualified. Any officer
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may be removed at any time, with or without cause, by the affirmative vote of a majority ofthe Board of Directors. An vacancy occurring in any office of the Corporation shall be filled bythe Board of Directors.          SECTION 4. The salaries of all officers of the Corporation shall be fixed by the Board ofDirectors or a committee thereof.**The Chairperson of the Board**          SECTION 5. The Chairperson of the Board, if any, shall preside at all meetings of the Board ofDirectors and of the stockholders at which such individual shall be present. Such individual shallhave and may exercise such powers as are, from time to time, assigned by the Board and as may beprovided by law.          SECTION 6. In the absence of the Chairperson of the Board, the Vice Chairperson of the Board,if any, shall preside at all meetings of the Board of Directors and of the stockholders at whichsuch individual shall be present. Such individual shall have and may exercise such powers as are,from time to time, assigned by the Board and as may be provided by law.          SECTION 7. In the absence of the Chairperson of the Board and the Vice Chairperson of theBoard, if any, the Chief Executive Officer and, in the absence of the Chief Executive Officer, thePresident, shall preside at all meetings of the Board of Directors and of the stockholders. Insuch capacity, the Chief Executive Officer or the President shall have and may exercise such powersas are provided for the Chairperson of the Board hereunder or are typically exercised by achairperson of the board of directors.**Chief Executive Officer**          SECTION 8. Subject to the provisions of these By-laws and the direction of the Board ofDirectors, such individual shall have the responsibility for the general management and control ofthe affairs and business of the Corporation and shall perform all duties and have all powers whichare commonly incident to the office of Chief Executive Officer or which from time to time aredelegated to such individual by the Board of Directors. The Chief Executive Officer shall see thatall orders and resolutions of the Board of Directors are carried into effect.          SECTION 9. The Chief Executive Officer shall have the power to sign, in the name of theCorporation, all authorized stock certificates, contracts, documents, tax returns, instruments,checks and bonds or other obligations of the Corporation and shall have general supervision anddirection of all of the other officers and agents of the Corporation.**President and Vice-Presidents**          SECTION 10. The President and each Vice President shall have such powers and shall performsuch duties as shall from time to time be designated by the Board of Directors.
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**Chief Financial Officer and Treasurer**          SECTION 11. The Chief Financial Officer, if any, and/or the Treasurer, if any shall have thecustody of the corporate funds and securities and shall keep full and accurate account of receiptsand disbursements in books belonging to the Corporation. The Chief Financial Officer and/or theTreasurer shall deposit all moneys and other valuables in the name and to the credit of theCorporation in such depositories as may be designated by the Board of Directors.          SECTION 12. The Chief Financial Officer and/or the Treasurer shall disburse the funds of theCorporation as may be ordered by the Board of Directors, or the Chief Executive Officer, takingproper vouchers for such disbursements. The Chief Financial Officer and/or the Treasurer shallrender to the Chief Executive Officer and Board of Directors at its regular meetings, or wheneverthey may request it, an account of all transactions as Chief Financial Officer and/or Treasurer andof the financial condition of the Corporation. If required by the Board of Directors, the ChiefFinancial Officer and/or the Treasurer shall give the Corporation a bond for the faithful dischargeof such person’s duties in such amount and with such surety as the Board of Directors shallprescribe and for the restoration to the Corporation, in case of such person’s death, resignation,retirement or removal from office, of all books, papers, vouchers, money and other property ofwhatever kind in such person’s possession or under such person’s control belonging to theCorporation.          SECTION 13. If there is no Chief Financial Officer and no Treasurer, the functions and dutiesof the Chief Financial Officer and the Treasurer shall be performed by such other officer orofficers of the Corporation as shall be determined by the Board of Directors, the Chief ExecutiveOfficer or the President.**The Secretary and Assistant Secretary**          SECTION 14. The Secretary shall give, or cause to be given, notice of all meetings ofstockholders and Board of Directors, and all other notices required by law or by these By-laws, andin case of the Secretary’s absence or refusal or neglect so to do, any such notice may be given byany person thereunto directed by the Chief Executive Officer, the Board of Directors, orstockholders, upon whose requisition the meeting is called as provided in the By-laws. TheSecretary shall attend all meetings of the Board of Directors and all meetings of the stockholdersand record all the proceedings of the meetings of the Corporation and of the Board of Directors ina book to be kept for that purpose and shall perform like duties for the standing committees whenrequired. Such individual shall perform such other duties as may be prescribed by the Board ofDirectors or the Chief Executive Officer, under whose supervision such individual shall be.          SECTION 15. The Secretary shall have custody of the seal of the Corporation and the Secretary,or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it,when authorized by the directors or the Chief Executive Officer, and attest the same. The Board ofDirectors may give general authority to any other officer to affix the seal of the Corporation andto attest the affixing by such officer’s signature.
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          SECTION 16. The Assistant Secretary, or if there is more than one, the Assistant Secretariesin the order determined by the Board of Directors (or if there be no such determination, then inthe order of their election) shall, in the absence of the Secretary or in the event of theSecretary’s inability or refusal to act, perform the duties and exercise the powers of theSecretary and shall perform such other duties and have such other powers as the Board of Directorsmay from time to time prescribe.**ARTICLE V****STOCK****Certificates of Stock**          SECTION 1. Every holder of stock in the Corporation shall be entitled to have a certificatesigned by, or in the name of the Corporation by the Chairperson or Vice Chairperson of the Board ofDirectors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, orthe Secretary or an Assistant Secretary, certifying the number of shares owned by such holder inthe Corporation.          SECTION 2. If the Corporation shall be authorized to issue more than one class of stock ormore than one series of any class, the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock or series thereof and thequalification, limitations or restrictions or such preferences and/or rights shall be set forth infull or summarized on the face or back of the certificate which the Corporation shall issue torepresent such class or series of stock; provided, that except as otherwise provided in Section 202of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements,there may be set forth on the face or back of the certificate which the Corporation shall issue torepresent such class or series of stock, a statement that the Corporation will furnish withoutcharge to each stockholder who so requests the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.          SECTION 3. Any of or all the signatures on the certificates may be facsimiles. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effect as if suchindividual were such officer, transfer agent or registrar at the date of issue.**Lost, Stolen or Destroyed Certificates**          SECTION 4. A new certificate of stock may be issued in place of any certificate theretoforeissued by the Corporation, alleged to have been lost, stolen or destroyed, and the Board ofDirectors may, in its discretion, require the owner of the lost, stolen or destroyed certificate,or such holder’s legal representative, to give the Corporation a bond, in such sum as it maydirect, to indemnify the Corporation against any claim that may be made against it on
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account of the alleged loss, theft, or destruction of any such certificates of the issuance ofany such new certificate.**Transfer of Shares**          SECTION 5. Transfers of stock shall be made only upon the transfer books of the Corporationkept at an office of the Corporation or by a transfer agent designated to transfer shares of stockof the Corporation. Upon surrender to the Corporation or its transfer agent of a certificate forshares duly endorsed or accompanied by proper evidence of succession, assignment or authority totransfer, the Corporation shall issue or cause its transfer agent to issue a new certificate to theperson entitled thereto, cancel the old certificate and record the transaction upon its books.**Record Date**          SECTION 6. In order that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, or to express consent tocorporate action in writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more than sixty (60) nor less thanten (10) days before the date of such meeting, nor more than sixty (60) days prior to any otheraction. A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.**Registered Stockholders**          SECTION 7. The Corporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and to vote as such owner, andto hold liable for calls and assessments a person registered on its books as the owner of sharesand shall not be bound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of the State of Delaware.**ARTICLE VI****MISCELLANEOUS****Dividends**          SECTION 1. Subject to the terms of the Corporation’s certificate of incorporation, dividendsupon the capital stock of the Corporation may be declared by the Board of Directors at any regularor special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares ofthe capital stock.
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          SECTION 2. Subject to the terms of the Corporation’s certificate of incorporation, beforepayment of any dividend, there may be set aside out of any funds of the Corporation available fordividends such sum or sums as the Board of Directors from time to time, in its absolute discretion,thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation, or for such other purposes as the Boardof Directors shall think conducive to the interest of the Corporation, and the Board of Directorsmay modify or abolish any such reserve in the manner in which it was created.**Seal**          SECTION 3. The corporate seal shall have the name of the corporation inscribed thereon andshall be in such form as may be approved from time to time by the Board of Directors. Said sealmay be used by causing it or a facsimile thereof to be impressed or affixed or reproduced orotherwise.**Fiscal Year**          SECTION 4. The fiscal year of the Corporation shall be fixed by resolution of the Board ofDirectors.**Checks**          SECTION 5. All checks, drafts or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the Corporation shall be signed by such officer orofficers, agent or agents of the Corporation, and in such manner as shall be determined from timeto time by the Board of Directors.**Notice and Waiver of Notice**          SECTION 6. Except as otherwise provided herein or permitted by applicable law, notices todirectors and stockholders shall be in writing and delivered personally or mailed to the directorsor stockholders at their addresses appearing in the records of the Corporation. Notice todirectors may be given by telecopier, telephone or other means of electronic transmission.          SECTION 7. Any written waiver of notice, signed by the person entitled to notice, whetherbefore or after the time stated therein, shall be deemed equivalent to notice. Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, except when the personattends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not properly called or convened. Neither thebusiness to be transacted at nor the purpose of any regular or special meeting of the stockholders,directors, or members of a committee of directors need be specified in a waiver of notice.**Transactions with Interested Parties**          SECTION 8. No contract or transaction between the Corporation and one or more of the directorsor officers, or between the Corporation and any other corporation,
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partnership, association, or other organization in which one or more of the directors orofficers are directors or officers, or have a financial interest, shall be void or voidable solelyfor this reason, or solely because such director or officer is present at or participates in themeeting of the Board of Directors or a committee of the Board of Directors which authorizes thecontract or transaction or solely because his, her or their votes are counted for such purpose, if:               (1) The material facts as to his or her relationship or interest and as to the contract ortransaction are disclosed or are known to the Board of Directors or the committee, and the Board orcommittee in good faith authorizes the contract or transaction by the affirmative vote of amajority of the disinterested directors, even if the disinterested directors are less than aquorum;               (2) The material facts as to his or her relationship or interest and as to the contract ortransaction are disclosed or are known to the stockholders entitled to vote thereon, and thecontract or transaction is specifically approved in good faith by vote of the stockholders; or               (3) The contract or transaction is fair as to the Corporation as of the time it isauthorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors,or the stockholders.          Common or interested directors may be counted in determining the presence of a quorum at ameeting of the Board of Directors or of a committee which authorizes the contract or transaction.**Close of Business**          SECTION 9. Any reference in these By-laws to the close of business on any day shall be deemedto mean 5:00 P.M. New York time on such day, whether or not such day is a business day.**ARTICLE VII****AMENDMENTS**          These By-laws may be repealed, altered, amended or rescinded by the stockholders of theCorporation by vote of the holders of at least a majority of the outstanding shares of capitalstock of the Corporation entitled to vote generally in the election of directors (considered forthis purpose as one class) cast at a meeting of the stockholders called for that purpose (providedthat notice of such proposed repeal, alteration, amendment or rescission is included in the noticeof such meeting). In addition, in accordance with the Corporation’s certificate of incorporation,the Board of Directors may repeal, alter, amend or rescind these By-laws by the affirmative vote ofat least a majority of the members of the Board of Directors.
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**ARTICLE VIII****INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS****Indemnification of Directors and Officers**          SECTION 1. The Corporation shall, to the fullest extent permitted by Section 145 of theGeneral Corporation Law of the State of Delaware, as amended from time to time, and by theCorporation’s certificate of incorporation, indemnify each director and officer of the Corporation.**Indemnification of Employees and Agents**          SECTION 2. The Corporation may, by action taken in writing by its Board of Directors in itssole discretion in a particular case, provide indemnification to employees and agents of theCorporation, and to persons who serve at the request of the Corporation as directors, officers,employees, agents or trustees of, or in a similar capacity with, an affiliate of the Corporation oranother corporation or of a partnership, joint venture, trust or other enterprise, includingservice with respect to employee benefit plans, in each case individually or as a group, to thesame extent (or such lesser extent as the action by the Board of Directors of the Corporation mayprovide) as the indemnification of directors and officers permitted by Section 1 of this ArticleVIII.**Defense to Indemnification**          SECTION 3. It shall be a defense to any action brought by a person seeking indemnificationthat, and the Corporation shall have the right to recover any amounts paid by it to a person onaccount of indemnification if, such person has not met the standards of conduct that make itpermissible under the General Corporation Law of the State of Delaware for the Corporation toindemnify such person for the amount sought or paid or if such person has failed to abide by his orher obligations to the Corporation, whether arising by statute, common law, equity, contract orotherwise.**Insurance**          SECTION 4. The Corporation may maintain insurance, at its expense, to protect itself and anyperson who is or was serving as a director, officer, employee or agent of the Corporation or is orwas serving at the request of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against any expense, liabilityor loss, whether or not the Corporation would have the power to indemnify such person against suchexpense, liability or loss under the General Corporation Law of the State of Delaware.**Interested Directors**          SECTION 5. No director of the Corporation shall vote on any action by the Board of Directorsof the Corporation to provide indemnification of such director, or of a definite
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group of persons that includes such director, with respect to any particular action, suit orproceeding. In the event that, on account of the provisions of this Section 5, there shall not bea quorum of the Board of Directors, the Corporation may provide such indemnification only by actionof its stockholders.**Advancement of Expenses**          SECTION 6. The Corporation shall make payments to indemnitees hereunder of all expenses inadvance of the settlement of or final judgment on any claim, in each case to the fullest extent asmay be provided for under the Corporation’s certificate of incorporation, the General CorporationLaw of the State of Delaware or vote of either the Corporation’s stockholders or its disinteresteddirectors.**Effect of Repeal or Modification**          SECTION 7. Any repeal or modification of the foregoing provisions of this Article VIII shallnot adversely affect any right or protection hereunder of any indemnitee in respect of any act oromission occurring prior to the time of such repeal or modification.
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