Exhibit
3.2




AMENDED
AND RESTATED




BY-LAWS




OF




LIBERTY
LANE ACQUISITION CORP.




A
Delaware Corporation









Effective
May 19th,
2008













TABLE
OF CONTENTS


PageARTICLE
      I
              
              OFFICESSection
      1.
            Registered
      Office
            1Section
      2.
            Other
      Offices
            1ARTICLEII
              
              MEETINGS OF
      STOCKHOLDERSSection
      1.
            Place
      of Meetings
            1Section
      2.
            Annual
      Meetings
            1Section
      3.
            Nature
      of Business at Meetings of Stockholders
            2Section
      4.
            Nomination
      of Directors
            3Section
      5.
            Special
      Meetings
            6Section
      6.
            Notice
            6Section
      7.
            Adjournments
            7Section
      8.
            Quorum
            7Section
      9.
            Voting
            8Section
      10.
            Proxies
            8Section
      11.
            Consent
      of Stockholders in Lieu of Meeting
            10Section
      12.
            List
      of Stockholders Entitled to Vote
            12Section
      13.
            Record
      Date
            13Section
      14.
            Stock
      Ledger
            14Section
      15.
            Conduct
      of Meetings
            14Section
      16.
            Inspectors
      of Election
            15ARTICLE
      III
              
              DIRECTORSSection
      1.
            Number
      and Election of Directors
            16Section
      2.
            Vacancies
            17Section
      3.
            Duties
      and Powers
            17Section
      4.
            Meetings
            17Section
      5.
            Organization
            18Section
      6.
            Resignations
      and Removals of Directors
            18Section
      7.
            Quorum
            19Section
      8.
            Actions
      of the Board by Written Consent
            20Section
      9.
            Meetings
      by Means of Conference Telephone
            20Section
      10.
            Committees
            20




i




Section
      11.
            Compensation
            21Section
      12.
            Interested
      Directors
            22ARTICLE
      IV
              
              OFFICERSSection
      1.
            General
            23Section
      2.
            Election
            23Section
      3.
            Voting
      Securities Owned by the Corporation
            23Section
      4.
            Chairman
      of the Board of Directors
            24Section
      5.
            President
            25Section
      6.
            Vice
      Presidents
            25Section
      7.
            Secretary
            26Section
      8.
            Treasurer
            27Section
      9.
            Assistant
      Secretaries
            27Section
      10.
            Assistant
      Treasurers
            28Section
      11.
            Other
      Officers
            28ARTICLE
      V
              
              STOCKSection
      1.
            Shares
      of Stock
            29Section
      2.
            Signatures
            29Section
      3.
            Lost
      Certificates
            29Section
      4.
            Transfers
            30Section
      5.
            Dividend
      Record Date
            31Section
      6.
            Record
      Owners
            31Section
      7.
            Transfer
      and Registry Agents
            31ARTICLE
      VI
              
              NOTICESSection
      1.
            Notices
            32Section
      2.
            Waivers
      of Notice
            33ARTICLE
      VII
              
              GENERAL
      PROVISIONSSection
      1.
            Dividends
            34Section
      2.
            Disbursements
            34Section
      3.
            Fiscal
      Year
            34Section
      4.
            Corporate
      Seal
            34




ii




ARTICLE
      VIII
                
                INDEMNIFICATIONSection
      1.
              Power
      to Indemnify in Actions, Suits or Proceedings other than Those by or in
      the Right of the Corporation
              35Section
      2.
              Power
      to Indemnify in Actions, Suits or Proceedings by or in the Right of the
      Corporation
              36Section
      3.
              Authorization
      of Indemnification
              36Section
      4.
              Good
      Faith Defined
              37Section
      5.
              Indemnification
      by a Court
              38Section
      6.
              Expenses
      Payable in Advance
              39Section
      7.
              Nonexclusivity
      of Indemnification and Advancement of Expenses
              39Section
      8.
              Insurance
              40Section
      9.
              Certain
      Definitions
              40Section
      10.
              Survival
      of Indemnification and Advancement of Expenses
              41Section
      11.
              Limitation
      on Indemnification
              41Section
      12.
              Indemnification
      of Employees and Agents
              42ARTICLE
      IX
                AMENDMENTSSection
      1.
              Amendments
              42Section
      2.
              Entire
      Board of Directors
              42




iii




AMENDED
AND RESTATED


BY-LAWS


OF


LIBERTY
LANE ACQUISITION CORP.


(hereinafter
called the “Corporation”)







ARTICLE
I




OFFICES




Section
1.    Registered
Office.  The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.




Section
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.




ARTICLE
      II


MEETINGS OF
      STOCKHOLDERS




Section
1.    Place of
Meetings. Meetings of the stockholders for the election of directors
or for any other purpose shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors.  The Board of Directors may, in its sole
discretion, determine that a meeting of the stockholders shall not be held at
any place, but may instead be held solely by means of remote communication in
the manner authorized by the General Corporation Law of the State of Delaware
(the “DGCL”).


Section
2.    Annual
Meetings.  The Annual Meeting of Stockholders (the “Annual
Meeting”) for the election of directors shall be held on such date and at such
time as shall be designated from time to time by the Board of
Directors.  Any other proper business may be transacted at the Annual
Meeting.









Section
3.    Nature of Business at
Meetings of Stockholders.  No
business may be transacted at an Annual Meeting, other than business that is
either (a) specified in the notice of Annual Meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the Annual Meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof), or (c) otherwise properly brought before the Annual Meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 3 and on the record date
for the determination of stockholders entitled to notice of and to vote at such
Annual Meeting and (ii) who complies with the notice procedures set forth in
this Section 3.


In
addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.


To
be timely, a stockholder’s notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding Annual Meeting; provided, however, that in
the event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs.




2


To
be in proper written form, a stockholder’s notice to the Secretary must set
forth as to each matter such stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the Annual Meeting to bring such business before the
meeting.


No
business shall be conducted at the Annual Meeting except business brought before
the Annual Meeting in accordance with the procedures set forth in this Section
3; provided, however,
that, once business has been properly brought before the Annual Meeting in
accordance with such procedures, nothing in this Section 3 shall be deemed to
preclude discussion by any stockholder of any such business.  If the
chairman of an Annual Meeting determines that business was not properly brought
before the Annual Meeting in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.


Section
4.    Nomination of
Directors.  Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the certificate of
incorporation




3






of
the Corporation, as amended and restated from time to time (the “Certificate of
Incorporation”), with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances.  Nominations of persons for election to the Board of
Directors may be made at any Annual Meeting, or at any Special Meeting of
Stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 4 and on
the record date for the determination of stockholders entitled to notice of and
to vote at such meeting and (ii) who complies with the notice procedures set
forth in this Section 4.


In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.


To
be timely, a stockholder’s notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation (a) in
the case of an Annual Meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding Annual Meeting; provided, however, that in
the event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever




4




first
occurs; and (b) in the case of a Special Meeting of Stockholders called for the
purpose of electing directors, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the Special Meeting
was mailed or public disclosure of the date of the Special Meeting was made,
whichever first occurs.


To
be in proper written form, a stockholder’s notice to the Secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to




5






Section
14 of the Exchange Act and the rules and regulations promulgated
thereunder.  Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.


No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section
4.  If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.


Section
5.    Special
Meetings.  Unless otherwise required by law or by the
Certificate of Incorporation, Special Meetings of Stockholders, for any purpose
or purposes, may be called by (i) the Chairman of the Board of Directors, if
there be one, or (ii) the President, (iii) any Vice President, if there be one,
(iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be
called by any such officer at the request in writing of (x) the Board of
Directors or (y) a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority include the
power to call such meetings.  Such request shall state the purpose or
purposes of the proposed meeting.  At a Special Meeting of
Stockholders, only such business shall be conducted as shall be specified in the
notice of meeting (or any supplement thereto).


Section
6.   Notice.  Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, if
any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and, in the case of a Special Meeting, the purpose or
purposes




6




for
which the meeting is called.  Unless otherwise required by law,
written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to notice of and to vote at such meeting.


Section
7.    Adjournments.  Any
meeting of the stockholders may be adjourned from time to time to reconvene at
the same or some other place, and notice need not be given of any such adjourned
meeting if the time and place, if any, thereof and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting thereof are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.  If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting in accordance
with the requirements of Section 6 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.


Section
8.    Quorum.  Unless
otherwise required by applicable law or the Certificate of Incorporation, the
holders of a majority of the Corporation’s capital stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business.  A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum.  If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from




7




time
to time, in the manner provided in Section 7 hereof, until a quorum shall
be present or represented.


Section
9.    Voting.  Unless
otherwise required by law, the Certificate of Incorporation or these By-Laws or
permitted by the rules of any stock exchange on which the Corporation’s shares
are listed and traded, any question brought before any meeting of the
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the total number of votes of the Corporation’s
capital stock represented at the meeting and entitled to vote on such question,
voting as a single class.  Unless otherwise provided in the
Certificate of Incorporation, and subject to Section 13(a) of this Article II,
each stockholder represented at a meeting of the stockholders shall be entitled
to cast one (1) vote for each share of the capital stock entitled to vote
thereat held by such stockholder.  Such votes may be cast in person or
by proxy as provided in Section 10 of this Article II.  The Board
of Directors, in its discretion, or the officer of the Corporation presiding at
a meeting of the stockholders, in such officer’s discretion, may require that
any votes cast at such meeting shall be cast by written ballot.


Section
10.  Proxies.  Each
stockholder entitled to vote at a meeting of the stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder as proxy, but no
such proxy shall be voted upon after three years from its date, unless such
proxy provides for a longer period.  Without limiting the manner in
which a stockholder may authorize another person or persons to act for such
stockholder as proxy, the following shall constitute a valid means by which a
stockholder may grant such authority:




8


(i)           A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy.  Execution may be accomplished by the
stockholder or such stockholder’s authorized officer, director, employee or
agent signing such writing or causing such person’s signature to be affixed to
such writing by any reasonable means, including, but not limited to, by
facsimile signature.


(ii)           A
stockholder may authorize another person or persons to act for such stockholder
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder.  If it is determined that such telegrams, cablegrams or
other electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the
information on which they relied.


Any
copy, facsimile telecommunication or other reliable reproduction of the writing,
telegram, cablegram or transmission authorizing another person or persons to act
as proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram, cablegram or transmission for any and all purposes for which
the original writing,




9




telegram,
cablegram or transmission could be used; provided, however, that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram, cablegram or
transmission.


Section
11.  Consent
of Stockholders
in Lieu of Meeting.  Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken at
any Annual or Special Meeting of Stockholders of the Corporation 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 of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its 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 the
stockholders are recorded.  Delivery made to the Corporation’s
registered office shall be by hand or by certified or registered mail, return
receipt requested.  Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty (60) days of the earliest dated consent delivered in the manner required
by this Section 11 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 the






10




stockholders
are recorded.  A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for purposes of
this Section 11, provided that any such
telegram, cablegram or other electronic transmission sets forth or is delivered
with information from which the Corporation can determine (i) that the telegram,
cablegram or other electronic transmission was transmitted by the stockholder or
proxyholder or by a person or persons authorized to act for the stockholder or
proxyholder and (ii) the date on which such stockholder or proxyholder or
authorized person or persons transmitted such telegram, cablegram or electronic
transmission.  The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed.  No consent given by telegram, cablegram or
other electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form 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 the
stockholders are recorded.  Delivery made to the Corporation’s
registered office shall be made by hand or by certified or registered mail,
return receipt requested. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that
such copy, facsimile or other reproduction shall be a complete reproduction of
the entire original writing.  Prompt notice of the taking of the
corporate action without a meeting by less than




11






unanimous
written consent shall be given to those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders to take
the action were delivered to the Corporation as provided above in this Section
11.


Section
12.  List of
Stockholders Entitled to Vote.  The officer of the Corporation
who has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of the stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting (i) either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held or (ii) during ordinary
business hours, at the principal place of business of the
Corporation.  In the event that the Corporation determines to make the
list available on an electronic network, the Corporation may take reasonable
steps to ensure that such information is available only to stockholders of the
Corporation.  If the meeting is to be held at a place, then
the list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably




12






accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.


Section
13.  Record
Date.


(a)           In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of the stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of the stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.  A determination
of stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.


(b)           In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of
Directors, the record date for determining stockholders






13




entitled
to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in 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 the stockholders are recorded.  Delivery
made to the Corporation’s registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors is
required by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.


Section
14.  Stock
Ledger.  The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 12 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.


Section
15.  Conduct
of Meetings.  The Board of Directors may adopt by resolution
such rules and regulations for the conduct of any meeting of stockholders as it
shall deem appropriate.  Except to the extent inconsistent with such
rules and regulations as adopted by the Board of Directors, the chairman of any
meeting of the stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the
meeting.  Such rules, regulations or procedures, whether




14




adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following:  (i) the establishment of
an agenda or order of business for the meeting; (ii) the determination of
when the polls shall open and close for any given matter to be voted on at the
meeting; (iii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iv) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (v) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (vi) limitations on the time allotted to
questions or comments by participants.


Section
16.  Inspectors of
Election.  In advance of any meeting of stockholders, the Board
of Directors, by resolution, the Chairman of the Board of Directors or the
President shall appoint one or more inspectors to act at the meeting and make a
written report thereof.  One or more other persons may be designated
as alternate inspectors to replace any inspector who fails to act.  If
no inspector or alternate is able to act at a meeting of the stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting.  Unless otherwise required by applicable law, inspectors may
be officers, employees or agents of the Corporation.  Each inspector,
before entering upon the discharge of the duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of such inspector’s
ability.  The inspector shall have the duties prescribed by law and
shall take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by applicable law.




15


ARTICLE
III


DIRECTORS


Section
1.    Number and Election
ofDirectors.  The
directors shall be divided into three classes, designated Class I, Class II and
Class III.  Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors.  The initial division of the Board of Directors into
classes shall be made by the decision of the affirmative vote of a majority of
the entire Board of Directors.  The term of the initial Class I
directors shall terminate on the date of the 2009 Annual Meeting; the term of
the initial Class II directors shall terminate on the date of the 2010 Annual
Meeting; and the term of the initial Class III directors shall terminate on the
date of the 2011 Annual Meeting or, in each case, upon such director’s earlier
death, resignation or removal.  At each succeeding Annual Meeting
beginning in 2009, successors to the class of directors whose term expires at
that Annual Meeting shall be elected by a plurality of the votes cast at such
Annual Meeting for a three-year term and until their successors are duly elected
and qualified or until such director’s earlier death, resignation or
removal.  If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class elected to fill a vacancy resulting from an increase in such class
or from the removal from office, death, disability, resignation or
disqualification of a director or other cause shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors have the effect of removing or shortening
the term of any incumbent director.




16


Section
2.    Vacancies.  Any
vacancy on the Board of Directors that results from an increase in the number of
directors may be filled by a majority of the directors then in office, provided that a quorum is
present, and any other vacancy occurring on the Board of Directors may be filled
by a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director.  Any director of any class elected to fill
a vacancy resulting from an increase in the number of directors of such class
shall hold office for a term that shall coincide with the remaining term of that
class.  Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his or her predecessor.


Section
3.    Duties and
Powers.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or done by the stockholders.


Section
4.    Meetings.  The
Board of Directors and any committee thereof may hold meetings, both regular and
special, either within or without the State of Delaware.  Regular
meetings of the Board of Directors or any committee thereof may be held without
notice at such time and at such place as may from time to time be determined by
the Board of Directors or such committee, respectively.  Special
meetings of the Board of Directors may be called by the Chairman of the Board of
Directors, if there be one, the President, or by any
director.  Special meetings of any committee of the Board of Directors
may be called by the chairman of such committee, if there be one, the President,
or any director serving on such committee.  Notice thereof stating the
place,




17




date
and hour of the meeting shall be given to each director (or, in the case of a
committee, to each member of such committee) either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone, telegram or
electronic transmission on twenty-four (24) hours’ notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.


Section
5.    Organization.  At
each meeting of the Board of Directors or any committee thereof, the Chairman of
the Board of Directors or the chairman of such committee, as the case may be,
or, in his or her absence or if there be none, a director chosen by a majority
of the directors present, shall act as chairman.  Except as provided
below, the Secretary of the Corporation shall act as secretary at each meeting
of the Board of Directors and of each committee thereof.  In case the
Secretary shall be absent from any meeting of the Board of Directors or of
any committee thereof, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the
meeting.  Notwithstanding the foregoing, the members of each committee
of the Board of Directors may appoint any person to act as secretary of any
meeting of such committee and the Secretary or any Assistant Secretary of the
Corporation may, but need not if such committee so elects, serve in such
capacity.


Section
6.    Resignations and Removals of
Directors.  Any director of the Corporation may resign from the
Board of Directors or any committee thereof at any time, by giving notice in
writing or by electronic transmission to the Chairman of the Board of Directors,
if there be one, the President or the Secretary of the Corporation and,






18


in
the case of a committee, to the chairman of such committee, if there be
one.  Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective.  Except as otherwise required by applicable law and
subject to the rights, if any, of the holders of shares of preferred stock then
outstanding, any director or the entire Board of Directors may be removed from
office at any time, but only for cause, and only by the affirmative vote of the
holders of at least a majority in voting power of the issued and outstanding
capital stock of the Corporation entitled to vote in the election of
directors.  Any director serving on a committee of the Board of
Directors may be removed from such committee at any time by the Board of
Directors.


Section
7.    Quorum.  Except
as otherwise required by law, the Certificate of Incorporation or the rules and
regulations of any securities exchange or quotation system on which the
Corporation’s securities are listed or quoted for trading, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors or a majority of the directors constituting such committee, as the
case may be, shall constitute a quorum for the transaction of business and the
act of a majority of the directors or committee members present at any meeting
at which there is a quorum shall be the act of the Board of Directors or such
committee, as applicable.  If a quorum shall not be present at any
meeting of the Board of Directors or any committee thereof, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.




19


Section
8.    Actions of the Board by
Written Consent.  Unless otherwise provided in the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or such
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
electronic transmissions are filed with the minutes of proceedings of the Board
of Directors or such committee.


Section
9.    Meetings by Means of
Conference Telephone.  Unless otherwise provided in the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 9 shall constitute presence in person at such meeting.


Section
10.  Committees.  The
Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation.  Each
member of a committee must meet the requirements for membership, if any, imposed
by applicable law and the rules and regulations of any securities exchange or
quotation system on which the securities of the Corporation are listed or quoted
for trading.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee.  Subject to
the rules and regulations of




20




any
securities exchange or quotation system on which the securities of the
Corporation are listed or quoted for trading, in the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another qualified member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member.  Any
committee, to the extent permitted by law and provided in the resolution
establishing such committee, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.  Each committee shall keep
regular minutes and report to the Board of Directors when
required.  Notwithstanding anything to the contrary contained in this
Article III, the resolution of the Board of Directors establishing any committee
of the Board of Directors and/or the charter of any such committee may establish
requirements or procedures relating to the governance and/or operation of
such committee that are different from, or in addition to, those set forth in
these By-Laws and, to the extent that there is any inconsistency between these
By-Laws and any such resolution or charter, the terms of such resolution or
charter shall be controlling.


Section
11.  Compensation.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary for service as director,
payable in cash or securities.  No such payment shall preclude any
director






21




from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed
like compensation for service as committee members.


Section
12.  Interested
Directors.  No contract or transaction between the Corporation
and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because any such director’s or officer’s vote is counted
for such purpose if: (i) the material facts as to the director’s or officer’s
relationship or interest as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
the director’s or officer’s relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by
the Board of Directors, a committee thereof or the
stockholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.




22


ARTICLE
IV


OFFICERS


Section
1.    General.  The
officers of the Corporation shall be chosen by the Board of Directors and shall
be a President, a Secretary and a Treasurer.  The Board of Directors,
in its discretion, also may choose a Chairman of the Board of Directors (who
must be a director) and one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers.  Any number of offices may be
held by the same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these By-Laws.  The officers of the Corporation need
not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the
Corporation.


Section
2.    Election.  The
Board of Directors, at its first meeting held after each Annual Meeting (or
action by written consent of stockholders in lieu of the Annual Meeting), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer’s successor is elected and
qualified, or until such officer’s earlier death, resignation or
removal.  Any officer elected by the Board of Directors may be removed
at any time by the Board of Directors.  Any vacancy occurring in any
office of the Corporation shall be filled by the Board of
Directors.  The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.


Section
3.    Voting Securities Owned by
the Corporation.  Powers of attorney, proxies, waivers of
notice of meeting, consents and other instruments relating to






23




securities
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the President or any Vice President or any other officer
authorized to do so by the Board of Directors and any such officer may, in the
name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if
present.  The Board of Directors may, by resolution, from time to time
confer like powers upon any other person or persons.


Section
4.    Chairman of the Board of
Directors.  The Chairman of the Board of Directors, if there be
one, shall preside at all meetings of the stockholders and of the Board of
Directors.  The Chairman of the Board of Directors shall be the Chief
Executive Officer of the Corporation, unless the Board of Directors
designates the President as the Chief Executive Officer, and, except where
by law the signature of the President is required, the Chairman of the
Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors.  During the absence or
disability of the President, the Chairman of the Board of Directors shall
exercise all the powers and discharge all the duties of the
President.  The Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as may from time to time be
assigned by these By-Laws or by the Board of Directors.




24


Section
5.    President.  The
President shall, subject to the control of the Board of Directors and, if there
be one, the Chairman of the Board of Directors, have general supervision of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.  The President shall
execute all bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except that the other
officers of the Corporation may sign and execute documents when so authorized by
these By-Laws, the Board of Directors or the President.  In the
absence or disability of the Chairman of the Board of Directors, or if there be
none, the President shall preside at all meetings of the stockholders and, provided the President is
also a director, the Board of Directors.  If there be no Chairman of
the Board of Directors, or if the Board of Directors shall otherwise designate,
the President shall be the Chief Executive Officer of the
Corporation.  The President shall also perform such other duties and
may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.


Section
6.    Vice
Presidents.  At the request of the President or in the
President’s absence or in the event of the President’s inability or refusal
to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors), shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.  Each Vice President shall
perform such other duties and have such other powers as the Board of Directors
from






25




time
to time may prescribe.  If there be no Chairman of the Board of
Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.


Section
7.    Secretary.  The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings thereat in a book or books to
be kept for that purpose; the Secretary shall also perform like duties for
committees of the Board of Directors when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board of
Directors or the President, under whose supervision the Secretary shall
be.  If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the
Board of Directors or the President may choose another officer to cause
such notice to be given.  The Secretary shall have custody of the seal
of the Corporation and the Secretary or any Assistant Secretary, if there be
one, shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary.  The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation
and to attest to the affixing by such officer’s signature.  The
Secretary shall see that all books,




26






reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.


Section
8.    Treasurer.  The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.  The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all transactions as Treasurer and of the financial
condition of the Corporation.  If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of the Treasurer and for the restoration
to the Corporation, in case of the Treasurer’s death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer’s possession or under the Treasurer’s control
belonging to the Corporation.


Section
9.    Assistant
Secretaries.  Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President, any Vice President, if there be
one, or the Secretary, and in the absence of the Secretary or in the event of
the Secretary’s inability




27




or
refusal to act, shall perform the duties of the Secretary, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Secretary.


Section
10.  Assistant
Treasurers.  Assistant Treasurers, if there be any, shall
perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President, any Vice President, if there be
one, or the Treasurer, and in the absence of the Treasurer or in the event of
the Treasurer’s inability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer.  If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the Assistant
Treasurer’s death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Assistant
Treasurer’s possession or under the Assistant Treasurer’s control belonging to
the Corporation.


Section
11.  Other
Officers.  Such other officers as the Board of Directors may
choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors.  The Board of Directors
may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.




28


ARTICLE
V


STOCK


Section
1.    Shares of
Stock.  The shares of capital stock of the Corporation shall be
represented by a certificate, unless and until the Board of Directors adopts a
resolution permitting shares to be uncertificated. Notwithstanding the adoption
of any such resolution providing for uncertificated shares, every holder of
capital stock of the Corporation theretofore represented by certificates and,
upon request, every holder of uncertificated shares, shall be entitled to have a
certificate for shares of capital stock of the Corporation signed by, or in the
name of the Corporation by, (a) the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the President or any Vice President,
and (b) the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary, certifying the number of shares owned by such stockholder
in the Corporation.


Section
2.    Signatures.  Any
or all of the signatures on a certificate may be a facsimile.  In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.


Section
3.    Lost
Certificates.  The Board of Directors may direct a new
certificate or uncertificated shares be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or




29




destroyed.  When
authorizing such issuance of a new certificate or uncertificated shares, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner’s legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate or
uncertificated shares.


Section
4.    Transfers.  Stock
of the Corporation shall be transferable in the manner prescribed by applicable
law and in these By-Laws.  Transfers of stock shall be made on the
books of the Corporation, and in the case of certificated shares of stock, only
by the person named in the certificate or by such person’s attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes; or,
in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person’s
attorney lawfully constituted in writing, and upon payment of all necessary
transfer taxes and compliance with appropriate procedures for transferring
shares in uncertificated form; provided, however, that such
surrender and endorsement, compliance or payment of taxes shall not be required
in any case in which the officers of the Corporation shall determine to waive
such requirement.  With respect to certificated shares of stock, every
certificate exchanged, returned or surrendered to the Corporation shall be
marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof.  No
transfer of




30




stock
shall be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing from
and to whom transferred.


Section
5.    Dividend Record
Date.  In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action.  If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.


Section
6.    Record
Owners.  The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and 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 required by
law.


Section
7.    Transfer and Registry
Agents.  The Corporation may from time to time maintain one or
more transfer offices or agencies and registry offices






31




or
agencies at such place or places as may be determined from time to time by the
Board of Directors.


ARTICLE
VI


NOTICES


Section
1.    Notices.  Whenever
written notice is required by law, the Certificate of Incorporation or these
By-Laws, to be given to any director, member of a committee or stockholder, such
notice may be given by mail, addressed to such director, member of a committee
or stockholder, at such person’s address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States
mail.  Written notice may also be given personally or by telegram,
telex or cable. Without limiting the manner by which notice otherwise may
be given effectively to stockholders, any notice to stockholders given by the
Corporation under applicable law, the Certificate of Incorporation or these
By-laws shall be effective if given by a form of electronic transmission if
consented to by the stockholder to whom the notice is given.  Any such
consent shall be revocable by the stockholder by written notice to the
Corporation.  Any such consent shall be deemed to be revoked if (i)
the Corporation is unable to deliver by electronic transmission two (2)
consecutive notices by the Corporation in accordance with such consent and (ii)
such inability becomes known to the Secretary or Assistant Secretary of the
Corporation or to the transfer agent, or other person responsible for the giving
of notice; provided,
however, that the inadvertent failure to treat such inability as a
revocation shall not invalidate any meeting or other action.  Notice
given by electronic transmission, as described above, shall be deemed given: (i)
if




32






by
facsimile telecommunication, when directed to a number at which the stockholder
has consented to receive notice; (ii) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (iii) if by a posting on an electronic network, together with separate
notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (iv) if by any other
form of electronic transmission, when directed to the
stockholder.  Notice to directors or committee members may be given
personally or by telegram, telex, cable or by means of electronic
transmission.


Section
2.    Waivers
of Notice.  Whenever any notice is required by applicable law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, or a waiver by electronic
transmission by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.  Attendance of a person at a meeting, present in person or
represented by proxy, shall constitute a waiver of notice of such meeting,
except where the person attends the meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any Annual or Special Meeting of
Stockholders or any regular or special meeting of the directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation or these
By-Laws.




33


ARTICLE
VII


GENERAL
PROVISIONS


Section
1.    Dividends.  Dividends
upon the capital stock of the Corporation, subject to the requirements of the
DGCL and the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting of the
Board of Directors (or any action by written consent in lieu thereof in
accordance with Section 8 of Article III hereof), and may be paid in cash, in
property, or in shares of the Corporation’s capital stock.  Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.


Section
2.    Disbursements.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.


Section
3.    Fiscal
Year.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.


Section
4.    Corporate
Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words




34


“Corporate
Seal, Delaware”.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


ARTICLE
VIII


INDEMNIFICATION


Section
1.    Power to Indemnify in Actions, Suits or
Proceedings other than Those by or in the
Right of the Corporation.  Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any




35




criminal
action or proceeding, had reasonable cause to believe that such person’s conduct
was unlawful.


Section
2.    Power to Indemnify in
Actions, Suits or Proceedings by orin the Right of the
Corporation.  Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.


Section
3.    Authorization of
Indemnification.  Any indemnification under this Article VIII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present






36




or
former director or officer is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VIII, as the case may be.  Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (iii) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion
or (iv) by the stockholders.  Such determination shall be made, with
respect to former directors and officers, by any person or persons having the
authority to act on the matter on behalf of the Corporation.  To the
extent, however, that a present or former director or officer of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith, without
the necessity of authorization in the specific case.


Section
4.    Good Faith Defined.  For
purposes of any determination under Section 3 of this Article VIII, a person
shall be deemed to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe such person’s conduct was unlawful, if such
person’s action is based on the records or books of account of the Corporation
or another enterprise, or on information supplied to such person by the officers
of the Corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or






37




another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise.  The provisions of this Section 4 shall not be deemed to
be exclusive or to
limit in any way the circumstances in which a person may be deemed to have met
the applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be.


Section
5.    Indemnification by a
Court.  Notwithstanding any contrary determination in the
specific case under Section 3 of this Article VIII, and notwithstanding the
absence of any determination thereunder, any director or officer may apply to
the Court of Chancery of the State of Delaware or any other court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Section 1 or Section 2 of this Article
VIII.  The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.  Neither a contrary determination in the specific
case under Section 3 of this Article VIII nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director or officer seeking indemnification has not met any applicable
standard of conduct.  Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corporation promptly upon the
filing of such application.  If successful, in whole or in






38


part,
the director or officer seeking indemnification shall also be entitled to be
paid the expense of prosecuting such application.


Section
6.    Expenses Payable in
Advance.  Expenses (including attorneys’ fees) incurred by a
director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation, to
the extent permitted by law, in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Corporation as
authorized in this Article VIII.  Such expenses (including attorneys’
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.


Section
7.    Nonexclusivity of
Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Section 1 and Section 2 of this Article VIII shall be made
to the fullest extent permitted by law.  The provisions of this
Article VIII shall not be deemed to preclude the indemnification of any person
who




39




is
not specified in Section 1 or Section 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions
of the DGCL, or otherwise.


Section
8.    Insurance.  The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director or officer of the Corporation, or is or was a director or
officer of the Corporation serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person’s status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article VIII.


Section
9.    Certain
Definitions.  For purposes of this Article VIII, references to
“the Corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was a director or officer of such constituent corporation serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.  The term “another enterprise” as used in
this Article VIII shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other






40




enterprise
of which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent.  For purposes of this Article
VIII, references to “fines” shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to “serving at the
request of the Corporation” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article VIII.


Section
10.  Survival of
Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.


Section
11.  Limitation
on Indemnification.  Notwithstanding anything contained in this
Article VIII to the contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5 of this Article VIII), the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) or advance
expenses in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors.




41






Section
12.  Indemnification of Employees
and Agents.  The Corporation may, to the extent authorized from
time to time by the Board of Directors, provide rights to indemnification and to
the advancement of expenses to employees and agents of the Corporation similar
to those conferred in this Article VIII to directors and officers of the
Corporation.


ARTICLE
IX


AMENDMENTS


Section
1.    Amendments.  These
By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws
may be adopted by the stockholders or by the Board of Directors; provided, however, that
notice of such alteration, amendment, repeal or adoption of new By-Laws be
contained in the notice of such meeting of the stockholders or Board of
Directors, as the case may be.  All such amendments must be approved
by either the holders of at least eighty percent (80%) of the outstanding
capital stock entitled to vote thereon or by a majority of the entire Board of
Directors then in office.


Section
2.    Entire Board of
Directors.  As used in this Article IX and in these By-Laws
generally, the term “entire Board of Directors” means the total number of
directors which the Corporation would have if there were no
vacancies.




*
* *


Adopted
as of: May 19th,
2008











42