<PAGE>
                                                                     EXHIBIT 3.2


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             ATRIUM COMPANIES, INC.
                            (A DELAWARE CORPORATION)


                                   ARTICLE I

                                  STOCKHOLDERS


                  1. Certificates Representing Stock. Every holder of stock in
the Corporation shall be entitled to have a certificate signed by, or in the
name of, the Corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares owned by him or her in the
Corporation. Any and all signatures on any such certificate may be facsimiles.
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 he or she were such
officer, transfer agent, or registrar at the date of issue.

                  Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificate representing shares of any such class or series or of any
such partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law of the State of Delaware (as it now exists or may
hereafter be amended, the "General Corporation Law"). Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.

                  The Corporation may issue a new certificate of stock in place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any lost,
stolen, or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.

                  2. Fractional Share Interests. The Corporation may, but shall
not be required to, issue fractions of a share. If the Corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are


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determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation, in each case to the extent of such fraction. The Board
of Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing full
shares before a specified date, or subject to the conditions that the shares for
which scrip or warrants are exchangeable may be sold by the Corporation and the
proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the Board of Directors may impose.

                  3. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation and on surrender of
the certificate or certificates for such shares of stock properly endorsed and
the payment of all taxes due thereon.

                  4. Record Date for Stockholders. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which 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) days nor less than ten (10)
days before the date of such meeting. If no record date is fixed, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting of
stockholders, 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 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 entitled to consent
to corporate action in writing without a meeting of stockholders, when no prior
action by the Board of Directors is required by the General Corporation 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 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
the General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a


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meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                  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.

                  5. Meaning of Certain Terms. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation has only one (1) class of shares of stock
outstanding; and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Amended and Restated
Certificate of Incorporation confers such rights where there are two (2) or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the Amended and
Restated Certificate of Incorporation may provide for more than one (1) class or
series of shares of stock, one (1) or more of which are limited or denied such
rights thereunder.

                  6. Stockholder Meetings.

                  6.1 Time. The annual meeting shall be held on the date and at
         the time fixed, from time to time, by the Board of Directors, provided,
         that the first annual meeting shall be held on a date within thirteen
         (13) months after the organization of the corporation, and each
         successive annual meeting shall be held on a date within thirteen (13)
         months after the date of the preceding annual meeting. A special
         meeting shall be held on the date and at the time fixed by the Board of
         Directors.

                  6.2 Place. Annual meetings and special meetings shall be held
         within or without the State of Delaware, as the Board of Directors may,
         from time to time, fix. Whenever the Board of Directors shall fail to
         fix such place, the meeting shall be held at the registered office of
         the Corporation in the State of Delaware.

                  6.3 Call. Special meetings of the stockholders, for any
         purpose or purposes, unless otherwise prescribed by the General
         Corporation Law or by the Amended and Restated Certificate of
         Incorporation, may be called by action of the Board of Directors, the
         Chairman of the Board or the President and shall be called by the
         Chairman of the Board, the President or the Secretary at the written
         request of a majority of the Board of


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         Directors then in office or the holders of 10% of the outstanding
         shares of stock entitled to vote on matters presented to the
         stockholders of the Corporation for their approval.

                  6.4 Notice or Waiver of Notice. Written notice of all meetings
         of stockholders shall be given, stating the place, date, and hour of
         the meeting and stating the place within the city or other municipality
         or community at which the list of stockholders of the Corporation may
         be examined. The notice of an annual meeting shall state that the
         meeting is called for the election of directors and for the transaction
         of other business which may properly come before the meeting, and shall
         (if any other action which could be taken at a special meeting is to be
         taken at such annual meeting) state any other purpose or purposes. The
         notice of a special meeting shall in all instances state the purpose or
         purposes for which the meeting is to be called. The notice of any
         meeting shall also include, or be accompanied by, any additional
         statements, information, or documents prescribed by the General
         Corporation Law. Except as otherwise provided by the General
         Corporation Law, a copy of the notice of any meeting shall be given,
         not less than ten (10) days nor more than sixty (60) days before the
         date of the meeting. Notice by mail shall be deemed to be given when
         deposited, with postage thereon prepaid, in the United States mail
         directed to the stockholder at his or her address as it appears on the
         records of the Corporation. If a meeting is adjourned to another time,
         not more than thirty (30) days hence, and/or to another place, and if
         an announcement of the adjourned time and/or place is made at the
         meeting, it shall not be necessary to give notice of the adjourned
         meeting unless the Board of Directors, after adjournment, fixes a new
         record date for the adjourned meeting. Notice need not be given to any
         stockholder who submits a written waiver of notice signed by him or her
         before or after the time stated therein. Attendance of a stockholder at
         a meeting of stockholders shall constitute a waiver of notice of such
         meeting, except when the stockholder 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 regular or special meeting of the stockholders need be
         specified in any written waiver of notice.

                  6.5 Stockholder List. The officer who has charge of the stock
         ledger of the Corporation shall prepare and make, at least ten (10)
         days before every meeting of 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, either at a place within the city
         or other municipality or community 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. 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. The stock ledger shall be the only evidence as to who
         are the stockholders entitled to examine the stock ledger, the list
         required by this section or the books of the Corporation, or to vote at
         any meeting of stockholders.


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                  6.6 Conduct of Meeting. Meetings of the stockholders shall be
         presided over by one of the following officers in the order of
         seniority and if present and acting, the Chairman of the Board, if any,
         the Vice Chairman of the Board, if any, the President, a Vice
         President, if any, or, if none of the foregoing is in office and
         present and acting, by a chairman to be chosen by the stockholders. The
         Secretary of the Corporation, or in his absence, an Assistant
         Secretary, shall act as secretary of every meeting, but if neither the
         Secretary nor an Assistant Secretary is present the chairman of the
         meeting shall appoint a secretary of the meeting.

                  6.7 Proxy Representation. Every stockholder entitled to vote
         at a meeting of stockholders or to express consent or dissent to
         corporate action in writing without a meeting may authorize another
         person or persons to act for him or her by proxy. A stockholder may
         execute a writing authorizing another person or persons to act for him
         or her as proxy. Execution may be accomplished by the stockholder or
         his or her authorized officer, director, employee or agent signing such
         writing or causing his or her signature to be affixed to such writing
         by any reasonable means including, but not limited to, by facsimile
         signature. A stockholder may authorize another person or persons to act
         for him or her 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 upon which they relied. Any copy, facsimile
         telecommunication or other reliable reproduction of the writing or
         transmission created pursuant to the above may be substituted or used
         in lieu of the original writing or transmission for any and all
         purposes for which the original writing or transmission could be used,
         provided that such copy, facsimile telecommunication or other
         reproduction shall be a complete reproduction of the entire original
         writing or transmission. No proxy shall be voted or acted upon after
         three (3) years from its date unless such proxy provides for a longer
         period. A duly executed proxy shall be irrevocable if it states that it
         is irrevocable and, if, and only as long as, it is coupled with an
         interest sufficient in law to support an irrevocable power. A proxy may
         be made irrevocable regardless of whether the interest with which it is
         coupled is an interest in the stock itself or an interest in the
         Corporation generally.

                  6.8 Inspectors. The Board of Directors, in advance of any
         meeting of stockholders, may, but need not unless prescribed by the
         General Corporation Law, appoint one or more inspectors of election to
         act at the meeting or any adjournment thereof and make a written report
         thereof. If an inspector or inspectors are not appointed, the person
         presiding at the meeting may, but need not, appoint one or more
         inspectors. In case any person who may be appointed as an inspector
         fails to appear or act, the vacancy may be filled by appointment made
         by the directors in advance of the meeting or at the meeting by the
         person presiding thereat. Each inspector, if any, before entering upon
         the


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         discharge of his duties, shall take and sign an oath faithfully to
         execute the duties of inspector at such meeting with strict
         impartiality and according to the best of his ability. The inspectors,
         if any, shall determine the number of shares of stock outstanding and
         the voting power of each, the shares of stock represented at the
         meeting, the existence of a quorum, the validity and effect of proxies,
         and shall count all votes and ballots, determine and retain for a
         reasonable period a record of the disposition of any challenges made to
         any determination by inspectors and certify their determination of the
         number of shares represented at the meeting, and their count of all
         votes and ballots.

                  6.9 Quorum. The holders of a majority of the outstanding
         shares of stock shall constitute a quorum at a meeting of stockholders
         for the transaction of any business. The stockholders present may
         adjourn the meeting despite the absence of a quorum.

                  6.10 Voting. Unless otherwise provided in the Amended and
         Restated Certificate of Incorporation, and subject to Section 4 of the
         Article I hereof, each stockholder represented at a meeting of
         stockholders shall be entitled to cast one (1) vote for each share of
         the capital stock entitled to vote thereat held by such stockholder.
         Directors shall be elected by a plurality of the votes cast. Any other
         action shall be authorized by a majority of the votes cast except where
         the General Corporation Law prescribes a different percentage of votes
         and/or a different exercise of voting power, and except as may be
         otherwise prescribed by the provisions of the Amended and Restated
         Certificate of Incorporation or these By-Laws. In the election of
         directors, and for any other action, voting need not be by written
         ballot.

                  7. Stockholder Action Without Meetings. Any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent 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 stockholders are recorded. Delivery made to a Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, 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 or members to take the action were delivered to the
Corporation as provided in these By-Laws.


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                                   ARTICLE II

                                    DIRECTORS


                  1. Functions and Definition. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
of the Corporation except as otherwise provided in the General Corporation Law
or in the Amended and Restated Certificate of Incorporation. The Board of
Directors shall have the authority to fix the compensation of the members
thereof. The use of the phrase "whole Board of Directors" herein refers to the
total number of directors which the Corporation would have if there were no
vacancies.

                  2. Qualifications and Number. A director need not be a
stockholder, or a citizen or resident of the United States or the State of
Delaware. The initial whole Board of Directors shall consist of at least one (1)
and no more than seven (7) persons. Except for the initial Board of Directors,
the number of directors may be fixed from time to time by action of the
stockholders or of the Board of Directors.

                  3. Election and Term. The first Board of Directors, unless the
members thereof shall have been named in the Amended and Restated Certificate of
Incorporation, shall be elected by the incorporator or incorporators and shall
hold office until the first annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the
Corporation. Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
or until their successors are elected and qualified or until their earlier
resignation or removal. Newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause or without cause, may be filled by the vote of a majority of
the remaining directors then in office although less than a quorum, or by the
sole remaining director.

                  4. Meetings.

                  4.1 Time. Meetings of the Board of Directors shall be held at
         such time as the Board of Directors shall fix, at least quarterly,
         except that the first meeting of a newly elected Board of Directors
         shall be held as soon after its election as the directors may
         conveniently assemble.

                  4.2 Place. Meetings of the Board of Directors shall be held at
         such place within or without the State of Delaware as shall be fixed by
         the Board of Directors.

                  4.3 Call. No call shall be required for regular meetings of
         the Board of Directors for which the time and place have been fixed.
         Special meetings of the Board of Directors may be called by or at the
         direction of the Chairman of the Board, if any, the Vice Chairman of
         the Board, if any, or the President, or any one (1) of the directors in
         office.


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                  4.4 Notice or Actual or Constructive Waiver. No notice shall
         be required for regular meetings of the Board of Directors for which
         the time and place have been fixed. Written notice of the time and
         place shall be given for special meetings of the Board of Directors at
         least forty-eight (48) hours in advance of the meeting. Notice need not
         be given to any director or to any member of a committee of directors
         who submits a written waiver of notice signed by him or her before or
         after the time for the meeting stated therein. Attendance of any such
         person at a meeting shall constitute a waiver of notice of such
         meeting, except when he or she attends a 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 regular or special meeting of the Board of Directors need be
         specified in any written waiver of notice.

                  4.5 Quorum and Action. A majority of the whole Board of
         Directors shall constitute a quorum for the transaction of business
         except when a vacancy or vacancies prevents such majority, whereupon a
         majority of the directors in office shall constitute a quorum,
         provided, that such majority shall constitute at least one third of the
         whole Board of Directors. A majority of the directors present, whether
         or not a quorum is present, may adjourn a meeting to another time and
         place. Except as otherwise provided by the General Corporation Law, the
         vote of the majority of the directors present at a meeting at which a
         quorum is present shall be the act of the Board of Directors. The
         quorum and voting provisions herein stated shall not be construed as
         conflicting with any provisions of the General Corporation Law and
         these By-Laws which govern a meeting of directors held to fill
         vacancies and newly created directorships in the Board of Directors or
         action of disinterested directors.

                  4.6 Chairman of the Meeting. The Chairman of the Board of
         Directors, if any, and if present and acting, shall preside at all
         meetings of the Board of Directors. Otherwise, the Vice Chairman of the
         Board of Directors, if any and if present and acting, or the President,
         if present and acting, or any other director chosen by the Board of
         Directors, shall preside.

                  5. Removal of Directors. Except as may otherwise be provided
by the General Corporation Law, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.

                  6. Committees. The Board of Directors may designate one (1) or
more committees, each committee to consist of one (1) or more of the directors
of the Corporation. The Board of Directors may designate one (1) or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation with the exception of any authority
the delegation of which is prohibited by Section 141 of the General Corporation
Law or by these By-Laws, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.


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                  7. Written Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors, or committee.

                  8. Electronic Communication. Any member or members of the
Board of Directors or of any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

                  9. Compensation. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings of
the Board of Directors or any committee of the Board of Directors as the Board
of Directors may from time to time determine. No such payment shall preclude any
director from serving the Corporation or any of its parent or subsidiary
corporations or any of its stockholders in any other capacity and receiving
compensation for such service.

                  10. 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 his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and 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
his or their 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.

                                  ARTICLE III

                                    OFFICERS


                  The officers of the Corporation shall consist of a President
and a Secretary, and, if deemed necessary, expedient, or desirable by the Board
of Directors, a Chief Executive Officer, a Chairman of the Board, a Vice
Chairman of the Board, one or more Vice Presidents, one or


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<PAGE>


more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and
such other officers with such titles as the resolution of the Board of Directors
choosing them shall designate. Except as may otherwise be provided in the
resolution of the Board of Directors choosing him or her, no officer other than
the Chairman or Vice Chairman of the Board, if any, need be a director. Any
number of offices may be held by the same person.

                  Unless otherwise provided in the resolution choosing him or
her, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen and qualified or
until his earlier resignation or removal. Any officer may be removed, with or
without cause, by the Board of Directors. Any vacancy in any office may be
filled by the Board of Directors.

                  All officers of the Corporation shall have such authority and
perform such duties in the management and operation of the Corporation as may be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers or prescribing the authority and duties of the various officers of
the Corporation, and as are customarily incident to their office, except to the
extent that such resolutions may be inconsistent therewith. The Secretary or
Assistant Secretary of the Corporation shall record all of the proceedings of
all meetings and the actions in writing of stockholders, directors and
committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board of Directors shall assign to him or
her.

                  The President of the Corporation shall, subject to the
direction and control of the Board of Directors, manage the business of the
Corporation.

                                   ARTICLE IV

                                 INDEMNIFICATION


                  The Corporation, to the full extent permitted by law, shall
indemnify any director or officer of the Corporation 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 in
nature, by reason of the fact that such person is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer or trustee of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer or trustee, or in any other capacity while
serving as a director, officer or trustee, against expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding and/or the defense or settlement of such action
or suit, and the Corporation may enter into agreements with any such person for
the purpose of providing for such indemnification.


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                  To the extent that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding paragraph, or in defense of any claim,
issue or matter therein, and the Corporation shall not previously have
reimbursed or paid for all such expenses, such person shall be indemnified
against expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection therewith.

                  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 in advance of the
final disposition of such action, suit or proceeding upon receipt of a written
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified by the Corporation against such expenses as authorized by this
Article.

                  The indemnification and advancement of expenses permitted by
this Article shall not be deemed exclusive of any other rights to which any
person may be entitled under any agreement, or by virtue of 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 an office,
and shall be deemed to be contract rights and shall 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 person.

                  Notwithstanding anything contained in this Article IV to the
contrary, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer 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 of the Corporation.

                  The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not he would be entitled to indemnity against
such liability under the provisions of this Article IV.

                                   ARTICLE V

                                 CORPORATE SEAL


                  The corporate seal shall be in such form as the Board of
Directors shall prescribe.


                                      -11-
<PAGE>


                                   ARTICLE VI

                                   FISCAL YEAR


                  The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors.

                                  ARTICLE VII

                              CONTROL OVER BY-LAWS


                  The Amended and Restated Certificate of Incorporation and the
provisions of the General Corporation Law, the power to amend, alter or repeal
these By-Laws and to adopt new By-Laws may be exercised by the Board of
Directors or by the stockholders entitled to vote on matters presented to the
stockholders of the Corporation for their approval.

                  Notwithstanding anything to the contrary contained in these
By-Laws, neither the Board of Directors nor the stockholders of the Corporation
shall take any action, or fail to take any action, or enter into, or agree to
enter into, any agreement or arrangement whatsoever, in each case to the extent
such action, inaction or agreement would conflict with the provisions of that
certain Stockholders Agreement, dated as of December 10, 2003, by and among the
Corporation, ATR Acquisition, LLC and the other stockholders of the Corporation
set forth on the signature pages thereto.

                                  ARTICLE VIII

                                BOOKS AND RECORDS


                  1. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of Delaware as the proper
officers of the Corporation may from time to time determine.

                  2. Stock Record. The person in whose name shares of stock
stand on the stock record of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.

                  3. Reliance Upon Books, Records And Reports. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the

                                      -12-
<PAGE>


Board of Directors so designated, or by any other person as to matters which
such director or committee member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.


                                      -13-