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                                                                     EXHIBIT 3.6
                                   FCTR, INC.

                         Incorporated Under the Laws of

                             the State of Delaware


                                    BY-LAWS
                                    -------


                                   ARTICLE I

OFFICES
-------

          Section 1.  The registered office of the Corporation in Delaware shall
be at 1209 Orange Street in the City of Wilmington, County of New Castle.  The
Corporation Trust Company shall be the resident agent of this Corporation in
charge thereof.

          Section 2.  The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

          Section 3.  The Corporation shall maintain a business office through
which its business will be conducted separate from those of Ryder TRS, Inc.

("TRS") and its affiliates.
  ---


                                   ARTICLE II

MEETINGS OF STOCKHOLDERS
------------------------

          Section 1.  Meetings of stockholders shall be held at any place within
or outside the State of Delaware designated by the Board of Directors.  In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the Corporation.

          Section 2.  The annual meeting of stockholders shall be held each year
on a date and at a time designated by the Board of Directors.  At each annual
meeting, directors shall be elected and any other proper business may be
transacted.

          Section 3.  A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.  A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave
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less than a quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

          Section 4.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these By-Laws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

          Section 5.  At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period.  All proxies must
be filed with the Secretary of the Corporation at the beginning of each meeting
in order to be counted in any vote at the meeting.  Each stockholder shall have
one vote for each share of stock having voting power, registered in his name on
the books of the Corporation on the record date set by the Board of Directors as
provided in Article V, Section 6 hereof.  All elections shall be had and all
questions decided by a plurality vote.

          Section 6.  Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Board of Directors and shall be called by
the President at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 7.  Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.

                                      -2-
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The written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

          Section 8.  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten 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 days prior to the meeting, 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.
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.

          Section 9.  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such 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.  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.


                                  ARTICLE III

DIRECTORS
---------

          Section 1.  The number of directors which shall constitute the whole
Board shall be not less than two nor more than nine.  The directors need not be
stockholders or citizens of the United States or residents of the State of
Delaware.  The Corporation shall at all times have at least two "Independent
Directors" as set forth in the Amended and Restated Certificate of Incorporation
(hereinafter the "Certificate of Incorporation").  The directors shall be
elected at the annual meeting of the stockholders, except as provided in
Section 2 of

                                      -3-
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this Article, and each director elected shall hold office until his successor is
elected and qualified; provided, however, that unless otherwise restricted by
                       --------  -------
the Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, either with or without cause, from the Board of
Directors at any meeting of stockholders by a majority of the stock represented
and entitled to vote thereat.

          Section 2.  Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, or increase in the authorized number
of directors may, subject to Section 1 above, be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  The directors so chosen shall hold office until the next annual
election of directors and until their successors are duly elected and shall
qualify, unless sooner displaced.  If there are no directors in office, then an
election of directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy, the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of stockholders holding
at least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.

          Section 3.  The property and business of the Corporation shall be
managed by or under the direction of its Board of Directors.  In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
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 directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS
----------------------------------

          Section 4.  The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Delaware.

          Section 5.  Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.

          Section 6.  Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors on forty-eight hours' notice to each
director, either personally, by telegram or by telecopy; special meetings shall
be called by the President or the Secretary in like manner and on like notice on
the written request of two directors unless the Board consists of only one
director; in which case special meetings shall be called

                                      -4-
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by the President or Secretary in like manner or on like notice on the written
request of the sole director. No notice of the annual meeting of the Board of
Directors will be required if it is held immediately after the annual meeting of
the stockholders and if a quorum is present.

          Section 7.  At all meetings of the Board of Directors, one-half of the
entire Board of Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these By-Laws and except that
(a) each Independent Director must be present to form a quorum for any matter
which, pursuant to the Certificate of Incorporation or these By-Laws, requires
the vote of each Independent Director and (b) one Independent Director must be
present to form a quorum for any matter which, pursuant to the Certificate of
Incorporation or these By-Laws, requires the vote of one Independent Director.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Subject to the foregoing restrictions relating to the Independent Directors, if
only one director is authorized, such sole director shall constitute a quorum.

          Section 8.  Unless otherwise restricted by the Corporation's
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 members of the Board 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 or committee.

          Section 9.  Unless otherwise restricted by the Corporation's
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS
-----------------------

          Section 10. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each such committee to consist of one or more of the directors of the
Corporation.  The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member

                                      -5-
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at any meeting of the committee. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
and subject to the requirements of Article III, 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 for the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending, modifying
or repealing any provision of the Certificate of Incorporation or adopting new
provisions for the Certificate of Incorporation, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, amending, modifying or repealing the By-Laws of the
Corporation or adopting new By-Laws of the Corporation, filling new vacancies in
or removing members of the Board of Directors or taking any other action which,
pursuant to the Certificate of Incorporation, requires the vote of the
Independent Directors; and, unless the resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to authorize the issuance of stock.

          Section 11.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS
-------------------------

          Section 12.  Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors.

                                   ARTICLE IV

OFFICERS
--------

          Section 1.   The officers of this Corporation shall be chosen by the
Board of Directors and shall include a President, a Vice President, a Secretary
and a Treasurer.  The Corporation may also have at the discretion of the Board
of Directors such other officers as are desired, including a Chairman of the
Board, one or more Vice Chairmen, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 2 hereof.  In the event there are two or more
Vice Presidents, then one or more may

                                      -6-
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be designated as Executive Vice President, Senior Vice President, or other
similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.

          Section 2.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary 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.

          Section 3.  The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

          Section 4.  The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors.  If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

CHAIRMAN OF THE BOARD
---------------------

          Section 5.  The Chairman of the Board, if such an officer be elected,
shall be a director and shall, if present, preside at all meetings of the Board
of Directors and of the stockholders and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by these By-Laws.  The Chairman of the Board shall in addition be
the Chief Executive Officer of the Corporation, and shall have the general
direction of the business, affairs and property of the Corporation and of its
several officers and shall have and exercise all such powers and discharge such
duties as usually pertain to the office of chief executive officer.

PRESIDENT
---------

          Section 6.  The President shall, subject to the control of the Board
of Directors, have general supervision, direction and control of the business
and officers of the Corporation.  He shall be an ex-officio member of all
committees and shall have the general powers and duties of management usually
vested in the office of President of corporations, and shall have such other
powers and duties as may be prescribed by the Board of Directors or these By-
Laws.

                                      -7-
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VICE PRESIDENTS
---------------

          Section 7.  The Vice Presidents shall perform such duties as from time
to time may be prescribed for them, respectively, by the Board of Directors.

SECRETARY AND ASSISTANT SECRETARY
---------------------------------

          Section 8.  The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors.  He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws.  He shall keep
in safe custody the seal of the Corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary.  The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

          Section 9.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

TREASURER AND ASSISTANT TREASURER
---------------------------------

          Section 10. 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.  He 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 Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.  If required by the Board of Directors,
he 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 his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and

                                      -8-
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other property of whatever kind in his possession or under his control belonging
to the Corporation.

          Section 11. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
or if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.


                                   ARTICLE V

CERTIFICATES OF STOCK
---------------------

          Section 1.  Every holder of stock of 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, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.
Certificates of stock of the Corporation shall be in the form approved by the
Board of Directors.

          Section 2.  Any or all of the signatures on the 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 he were
such officer, transfer agent, or registrar at the date of issue.

          Section 3.  If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate, which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of

                                      -9-
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stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

LOST, STOLEN OR DESTROYED CERTIFICATES
--------------------------------------

          Section 4.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
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 destroyed.  When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK
------------------

          Section 5.  Upon surrender to the Corporation, or the transfer agent
of the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE
------------------

          Section 6.  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, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or 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 shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

REGISTERED STOCKHOLDERS
-----------------------

          Section 7.  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to

                                      -10-
<PAGE>

recognize any equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of the State of Delaware.


                                   ARTICLE VI

COVENANTS OF THE CORPORATION
----------------------------

          Section 1.  The Corporation shall preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction of its
incorporation, and qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where the failure to preserve and maintain such
existence, rights, franchises, privileges and qualification could reasonably be
expected to have a Material Adverse Effect.  For purposes of this Article VI, a
"Material Adverse Effect" means any event or condition which would have a
material adverse effect on (i) the condition (financial or otherwise),
operations, businesses or properties of the Corporation or (ii) the ability of
the Corporation to perform its obligations under the Liquidity Agreement (as
amended, modified or supplemented from time to time, the "Liquidity Agreement")
                                                          -------------------
dated on or about July 31, 1997 by and among the Corporation as Borrower,
certain financial institutions as the Liquidity Lenders, and Citibank, N.A. as
the Liquidity Agent or any of the Related Documents (as defined in the Liquidity
Agreement).

          Section 2.  The Corporation shall take all reasonable steps to
continue its identity as a separate legal entity and to make it apparent to
third Persons (as defined below) that it is an entity with assets and
liabilities distinct from those of Ryder TRS, Inc. or of any other member of the
Related Corporate Group (as such term is defined in the Certificate of
Incorporation), and that it is not a division of any of the other members of the
Related Corporate Group.  For purposes of this Article VI, a "Person" means an
individual, partnership, joint stock company, limited liability company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.  In that regard, and without limiting the
foregoing in any manner, the Corporation shall:

          (i)  maintain its own board of directors and make independent
decisions with respect to its daily operations and business affairs and not be
controlled in making such decisions by any other member of the Related Corporate
Group or any other Person;

          (ii) maintain at least two directors each of whom satisfies the
eligibility conditions for an Independent Director as set forth in the
Certificate of Incorporation;

                                      -11-
<PAGE>

          (iii)  maintain at all times at least one officer who is not also an
officer of Ryder TRS, Inc. and all other officers and directors of the Company
(with the exception of Independent Directors) may also be officers and directors
of Ryder TRS, Inc., provided that such officers and directors adhere to all
statutes, rules, bylaws or other obligations regarding conflicts of interest and
participation in decision-making by officers and directors who may have a
conflict of interest with respect to the subject matters of the decision;

          (iv)   maintain separate and clearly delineated office space owned by
it or evidenced by a written lease or sublease (even if located in an office
owned or leased by, or shared with, other members of the Related Corporate
Group, with the entrance to such office clearly identified as its office);

          (v)    maintain its assets in a manner which facilitates their
identification and segregation from those of any other members of the Related
Corporate Group;

          (vi)   maintain a separate telephone number which will be answered
only in its own name and separate stationery and other business forms;

          (vii)  conduct all intercompany transactions and dealings with the
other members of the Related Corporate Group on terms and conditions which the
Corporation reasonably believes to be on an arm's-length basis, with appropriate
documentation and fair consideration;

          (viii) (A) not guarantee any obligation of any of the other members of
the Related Corporate Group, or hold itself out as responsible for the debts of
any other member of the Related Corporate Group, without the approval of at
least one of the Independent Directors; nor (B) have any of its obligations
guaranteed by any other members of the Related Corporate Group or hold itself
out as responsible for the decisions or actions with respect to the business and
affairs of any other members of the Related Corporate Group, nor seek or obtain
credit or incur any obligation to any third-party based upon the
creditworthiness or assets of any other members of the Related Corporate Group
or any other Person;

          (ix)   not permit the commingling or pooling of its funds or other
assets with the assets of another member of the Related Corporate Group;

          (x)    maintain separate deposit, checking and other bank accounts to
which no other member of the Related Corporate Group has any access;

          (xi)   maintain financial records which are separate from those of the
other members of the Related Corporate Group and issue separate financial
statements prepared not less frequently

                                      -12-
<PAGE>

than quarterly and prepared in accordance with generally accepted accounting
principles;

          (xii)    compensate all employees, consultants and agents, and other
members of the Related Corporate Group, to the extent applicable, for services
provided to the corporation by such employees, consultants and agents or other
members of the Related Corporate Group, in each case, from the Corporation's own
funds;

          (xiii)   have agreed with each of the relevant members of the Related
Corporate Group to allocate among themselves shared overhead and corporate
operating services and expenses (including, without limitation, the services of
shared employees, consultants and agents and reasonable legal and auditing
expenses) on the basis of actual use or the value of services rendered, and
otherwise on a basis reasonably related to actual use or the value of services
rendered;

          (xiv)    pay for its own account for accounting and payroll services,
rent, lease and other expenses (or its allocable share of any such amounts
provided by one or more other members of the Related Corporate Group) and not
have such operating expenses (or the Corporation's allocable share thereof) paid
by any of the other members of the Related Corporate Group, provided, that TRS
shall be permitted to pay the initial organizational expenses of the
Corporation, and ensure that its creditors are not encouraged to look to any
other member of the Related Corporate Group for payment of its obligations and
expenses;

          (xv)     maintain adequate capitalization in light of its business and
purpose;

          (xvi)    conduct all of its business and all communications (whether
in writing or orally and including, without limitation, letters, invoices,
purchase orders and contracts) solely in its own name through its duly
authorized officers, employees and agents;

          (xvii)   make or declare any dividends or other distributions of cash
or property to the holders of its equity securities or make redemptions or
repurchases of its equity securities, in accordance with applicable law;

          (xviii)  maintain at least one employee (which employee may be shared
with an affiliate of the Corporation pursuant to a written agreement allocating
the compensation and other remuneration and benefits for such employee as among
such parties) in charge of day-to-day operations of the Corporation; and

          (xix)    otherwise practice and adhere to corporate formalities such
as complying with its Certificate of Incorporation, these By-laws, corporate
resolutions and the

                                      -13-
<PAGE>

General Corporation Law of the State of Delaware, the holding of regularly
scheduled board of directors meetings, and maintaining complete and correct
books and records and minutes of meetings and other proceedings of its
stockholders and board of directors.

          Section 3.  The Corporation shall comply with the provisions of
Article VI notwithstanding any other provision of these By-Laws.


                                  ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

DIVIDENDS
---------

          Section 1.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.  Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2.  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
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

CHECKS
------

          Section 3.  All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officers, employees or agents of the
Corporation as shall from time to time be designated by the Chairman of the
Board, the President, the Vice President-Finance, the Treasurer or an Assistant
Treasurer.

          All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as shall from time to time be designated by the
Chairman of the Board, the President, the Vice President-Finance, the Treasurer
or an Assistant Treasurer; and such officers may designate any type of
depository arrangement (including but not limited to depository arrangements
resulting in net debits against the Corporation) as from time to time offered or
available.

                                      -14-
<PAGE>

FISCAL YEAR
-----------

          Section 4.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

SEAL
----

          Section 5.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware".  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

NOTICES
-------

          Section 6.  Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his 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.
Notice to directors may also be given by telegram.

          Section 7.  Whenever any notice is required to be given under the
provisions of applicable statutes or of the Certificate of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed to be equivalent.  The presence of any stockholder or director at any
meeting will shall constitute a waiver of notice thereof.

ANNUAL STATEMENT
----------------

          Section 8.  The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.


                                  ARTICLE VIII

AMENDMENTS
----------

          Section 1.  These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of

                                      -15-
<PAGE>

Directors if notice of such alteration, amendment, repeal or adoption of new By-
Laws be contained in the notice of such special meeting; provided, however, that
                                                         --------  -------
any such alteration, amendment, repeal or adoption that relates to or effects in
any way the criteria for, or qualifications of, an Independent Director, or the
requirement that the Corporation maintain at least two Independent Directors, or
Article VI hereof, must in each case, receive the prior affirmative vote or
written consent of each Independent Director.  If the power to adopt, amend or
repeal By-Laws is conferred upon the Board of Directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.


Dated: August 6, 1997

                                      -16-