<PAGE>

                               AURORA FOODS INC.

                       (formerly known as A FOODS INC.)

                         -- A Delaware Corporation --

                         Amended and Restated By-Laws
                         ----------------------------

                                   ARTICLE I
                                   ---------

                           Meetings of Stockholders
                           ------------------------

     Section 1.1.   Annual Meetings.  An annual meeting of the stockholders for
                    ---------------
the election of directors and for the transaction of such other business as may
properly come before such meeting shall be held each year on such date and at
such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.

     Section 1.2.   Special Meetings.   Special meetings of the stockholders may
                    ----------------
be called by the Board of Directors, the Chairman, if any, the Vice Chairman, if
any, the President, any Executive Vice President or Vice President, or the
holders of a majority of the shares of the Corporation then issued and
outstanding and entitled to vote at such meeting. Any such meeting shall be held
on such date and at such time and place, within or without the State of
Delaware, as may be designated by the person or persons calling such meeting.

     Section 1.3.   Notice of Meetings; Waiver of Notice.
                    ------------------------------------

     (a)  Notice of Meetings.   Whenever stockholders are required by law to
          ------------------
take any action at a meeting, a written notice of the meeting shall be given by
mail, facsimile, telegram, cable or personal delivery by or at the direction of
the Chairman, if any, the Vice Chairman, if any, the President, any Executive
Vice President or Vice President, the Secretary, any Assistant Secretary or
other persons calling the meeting, and 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. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than 10 nor more than 60 days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be directed to each stockholder at his
address as it appears on the records of the Corporation.

     (b)  Waiver of Notice.   Whenever notice is required to be given to the
          ----------------
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of

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objecting, at the beginning of the meeting, to the transaction of 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 unless so
required by the Certificate of Incorporation of the Corporation.

     Section 1.4.   Quorum.   The presence at any meeting, in person or by
                    ------
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by law or
the Certificate of Incorporation of the Corporation. For purposes of the
foregoing, where a separate vote by class or classes is required for any matter,
the holders of a majority of the outstanding shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum to take
action with respect to that vote on that matter. Two or more classes or series
of stock shall be considered a single class if the holders thereof are entitled
to vote together as a single class at the meeting.

     Section 1.5.   Adjournments.   In the absence of a quorum, holders of a
                    ------------
majority of the shares of the Corporation then issued and outstanding and
entitled to vote, present in person or by proxy at a meeting, or, if no
stockholder entitled to vote is present in person or by proxy, any officer
entitled to act as chairman or secretary of such meeting, may adjourn the
meeting to another time or place.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place 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 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 1.6.   Organization.   The Chairman, or, if there is no Chairman or
                    ------------
in his absence or disability, the Vice Chairman, if any, the CEO or the
President or any Executive Vice President or Vice President, or, in the absence
of all of them, a chairman appointed by the Board of Directors, shall act as
chairman of all meetings of stockholders. The Secretary or, in his absence or
disability, any Assistant Secretary, or, in the absence of both of them, a
Secretary appointed by the chairman of the meeting, shall act as secretary at
all meetings of stockholders.

     Section 1.7.   Voting.   Unless otherwise provided in the Certificate of
                    ------
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting and is
entitled to vote on the matter in question. Unless otherwise provided in the
Certificate of Incorporation, directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except as otherwise

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provided by law, the Certificate of Incorporation of the Corporation or these
By-Laws, in all other matters the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders. Voting, including
voting for the election of directors, need not be by written ballot.

     Section 1.8.   Proxies.   Each stockholder entitled to vote at a meeting of
                    -------
stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
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.

     Section 1.9.   Stockholder List.   The Secretary shall prepare and make, at
                    ----------------
least 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 and 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 10 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 entire time thereof, and may be inspected by any stockholder
who is present.

     Section 1.10.  Inspectors of Election.   In advance of any stockholders'
                    ----------------------
meeting, the Board of Directors shall appoint one or more inspectors to act at
the meeting and make a written report thereof. The Board of Directors may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

     Section 1.11.  Fixing the Record Date.   So that the Corporation may
                    ----------------------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or 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 in advance a record date,
which shall not precede the date upon which the resolution fixing the record
date is adopted by the Board, and (i) in the case of a meeting, shall not be
more than 60 nor less than 10 days before the date of such meeting, or (ii) in
the case of a written consent, shall not exceed by more than 10 days the date
upon which the resolution fixing the record date is adopted by the Board, or
(iii) in the case of any other action, shall not be more than 50 days prior to
such action. Only those stockholders of record on the date

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so fixed shall be entitled to any of the foregoing rights, notwithstanding the
transfer of any stock on the books of the Corporation after any such record date
fixed by the Board of Directors.

                                   ARTICLE II
                                   ----------

                   Consent of Stockholders In Lieu of Meeting
                   ------------------------------------------

       Unless otherwise provided in the Certificate of Incorporation, any action
required by law or these By-Laws 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 as required by law.
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
so consented in writing, and who, if the action had been taken at a meeting,
would have been entitled to notice.

                                  ARTICLE III
                                  -----------

                               Board of Directors
                               ------------------

     Section 3.1.   Number.  The Board of Directors shall consist of not less
                    ------
than one nor more than eleven directors. The initial Board of Directors shall
consist of ten directors. Thereafter, the Board of Directors shall fix the size
of the Board of Directors from time to time by resolution of either the Board of
Directors in accordance with applicable law (being subject to any subsequent
resolutions of them) and the Securityholders Agreement dated as of April 8, 1998
(the "Securityholders Agreement") by and among VDK Foods LLC, MBW Investors LLC
and certain other parties signatories thereto.

     Section 3.2.   Election and Term of Office.  Directors shall be elected at
                    ---------------------------
the annual meeting of the stockholders, except as provided in Sections 3.3 or
3.11 of these By-Laws and subject to the Securityholders Agreement. Each
director (whether elected at an annual meeting or to fill a vacancy or
otherwise) shall hold office until his successor shall have been duly elected
and qualified or until his earlier death, resignation or removal in the manner
hereinafter provided.

     Section 3.3.   Vacancies and Additional Directorships.  Unless otherwise
                    --------------------------------------
provided in the Certificate of Incorporation of the Corporation or the
Securityholders Agreement, vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or the Securityholders Agreement,

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when one or more directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to be effective upon the effectiveness of such resignation or resignations. The
directors shall have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number, subject to any requirements
of law or of the Certificate of Incorporation or of these By-Laws as to the
number of directors required for a quorum or for any vote or other actions.

     Section 3.4.   Meetings.
                    --------

     (a)  Regular Meetings.   The Board of Directors may by resolution provide
          ----------------
for the holding of regular meetings for the organization of the Corporation, for
the election of officers and for the transaction of such other business as may
properly come before the meeting, and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be required to be
given, provided that whenever the time or place of regular meetings shall be
fixed or changed, notice of such action shall be given promptly by mail,
facsimile, telegram, radio, cable, telephone or personal delivery to each
director who shall not have been present at the meeting at which such action was
taken, communicated to him at his residence or usual place of business.

     (b)  Special Meetings.   Special meetings of the Board of Directors may be
          ----------------
called by or at the direction of the Chairman, if any, the Vice Chairman, if
any, the President, any Vice President or four of the directors then in office,
except that when the Board of Directors consists of one director, then such
director may call a special meeting.  Except as otherwise required by law,
notice of each special meeting shall be sent to each director by mail at least
forty-eight hours before the meeting addressed to him at his usual or last known
business or residence address or notice shall be given to him in person or by
telephone at least twenty-four hours before the meeting.  Such notice shall
state the time and place of such meeting, but need not state the purpose
thereof, unless otherwise required by law, the Certificate of Incorporation of
the Corporation or these By-Laws.

     (c)  Waiver of Notice.   Whenever notice is required to be given to the
          ----------------
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-Laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of 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 directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.

     (d)  Participation by Conference Call.   Members of the Board of Directors
          --------------------------------
may participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting

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can hear each other or by any other means permitted by law, and such
participation shall constitute presence in person at the meeting.

     Section 3.5.   Quorum; Voting.   Unless the Certificate of Incorporation of
                    --------------
the Corporation provides otherwise, and except as provided in the
Securityholders Agreement, at each meeting of the Board of Directors a majority
of the total number of members of the Board of Directors shall constitute a
quorum for the transaction of business, except that when the Board consists of
only one director, then one director shall constitute a quorum. Unless otherwise
required by law, the Certificate of Incorporation of the Corporation or these
By-Laws, and except as provided in the Securityholders Agreement, a vote of the
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. So long as the Securityholders Agreement remains
in effect, except as otherwise required by law, all actions to be taken by the
Board of Directors shall require the presence and consent of at least six
directors and any action by written consent of the Board of Directors shall
require the consent of all of the members of the Board of Directors.

     Section 3.6.   Adjournments.  A majority of the directors present, whether
                    ------------
or not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting of the Board of Directors to another time
or place shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at such meeting, to
the directors who were present.

     Section 3.7.   Organization.  The Chairman, or if there is no Chairman or
                    ------------
in his absence or disability, the Vice Chairman, if any, the President, or any
Vice President, or in the absence of all of them, a chairman appointed by the
directors present at such meeting, shall act as chairman at meetings of
directors. The Secretary, or in his absence or disability, any Assistant
Secretary, or in the absence of all of them, a secretary appointed by the
chairman of the meeting, shall act as secretary at all meetings of the Board of
Directors.

     Section 3.8.   Action of Board Without Meeting.  Any action required or
                    -------------------------------
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing and
such writing or writings are filed with the minutes of proceedings of the Board.
Such consent shall be treated for all purposes as the act of the Board of
Directors.

     Section 3.9.   Manner of Acting.  A member of the Board of Directors shall,
                    ----------------
in the performance of his duties, be fully protected in relying in good faith
upon the records of the Corporation and upon such information, opinions, reports
or statements presented to the Corporation by any of the Corporation's officers
or employees, or committees of the Board, or by any other person as to matters
the director 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.

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     Section 3.10.  Resignation of Directors.  Any director may resign at any
                    ------------------------
time upon giving written notice of such resignation to the Board of Directors,
the Chairman, if any, the Vice Chairman, if any, the President, any Vice
President or the Secretary. Unless otherwise specified in such notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
any such officer, and acceptance of such resignation shall not be necessary to
make it effective.

     Section 3.11.  Removal of Directors.   Subject to the Securityholders
                    --------------------
Agreement, at any meeting of the stockholders duly called as provided in these
By-Laws, (i) any director or directors may be removed from office, either with
or without cause, as provided by law, and (ii) a successor or successors may be
elected by a plurality of the votes cast, or if any such vacancy is not so
filled, it may be filled by the directors as provided in Section 3.3 of these
By-Laws. As provided in the Securityholders Agreement, any director who is a
designee of a designating party in accordance with the  Securityholders
Agreement may be removed, with or without cause, by such designating party
acting alone.

     Section 3.12.  Compensation of Directors.  Directors may receive such
                    -------------------------
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with reasonable expenses, if
any, as the Board of Directors may from time to time determine. Nothing
contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV
                                   ----------

                            Committees of the Board
                            -----------------------

     Section 4.1.   Designation and Powers.  The Board of Directors may, by a
                    ----------------------
resolution passed by a majority of the entire Board of Directors (which majority
shall include at least one Fenway Designee and one MDC Designee (as such terms
are defined in the Securityholders Agreement) so long as (A) the Securityholders
Agreement remains in effect and (B) (1) with respect to the requirement that
such majority include one Fenway Designee, Fenway shall Beneficially Own (as
such term is defined in the Securityholders Agreement) in the aggregate at least
50% of the number of shares of capital stock of the Corporation Beneficially
Owned by MDC upon consummation of the initial public offering of the Corporation
(assuming the liquidation of Aurora/VDK LLC and MBW Investors LLC
contemporaneously therewith), and (2) with respect to the requirement that such
majority include one MDC Designee, MDC shall Beneficially Own in the aggregate
at least 50% of the number of shares of capital stock of the Corporation
Beneficially Owned by MDC upon consummation of the initial public offering of
the Corporation (assuming the liquidation of Aurora/VDK LLC and MBW Investors
LLC contemporaneously therewith)), designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in such resolution and these By-Laws and
permitted by law, shall have and may exercise all the powers and authority of
the Board of Directors in the

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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;
provided, however, that no such committee shall have the power or authority to
--------  -------
(i) amend the Certificate of Incorporation of the Corporation, except as
permitted by law, (ii) adopt an agreement of merger or consolidation, (iii)
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property or assets, (iv) recommend to the
stockholders a dissolution of the Corporation, or a revocation of a dissolution,
or (v) amend the By-Laws of the Corporation. Subject to Section 5.17, any such
committee, to the extent provided in such resolution, shall have the power and
authority to (i) declare a dividend, (ii) authorize the issuance of stock, or
(iii) adopt a certificate of ownership and merger as permitted by law.

     Section 4.2.   Term of Office.  The term of office of the members of each
                    --------------
committee shall be as fixed from time to time by the Board of Directors, subject
to these By-Laws; provided, however, that any committee member who ceases to be
                  --------  -------
a member of the Board of Directors shall ipso facto cease to be a member of any
                                         ----------
committee thereof.

     Section 4.3.   Alternate Members and Vacancies.  Subject to Section 4.1,
                    -------------------------------
the Board of Directors may designate one or more directors as alternate members
of any committee who, in the order specified by the Board of Directors, may
replace any absent or disqualified member at any meeting of the committee.  If
at a meeting of any committee one or more of the members thereof should be
absent or disqualified, and if either the Board of Directors has not so
designated any alternate member or members or the number of absent or
disqualified members exceeds the number of alternate members who are present at
such meeting, then the member or members of such committee (including
alternates) present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another director to
act at the meeting in the place of any such absent or disqualified member,
subject to the approval of the Board of Directors under Section 4.1. If any
vacancy shall occur in any committee by reason of death, resignation,
disqualification, removal or otherwise, the remaining member or members of such
committee, so long as a quorum is present, may continue to act until such
vacancy is filled by the Board of Directors.

     Section 4.4.   Meetings.   Each committee shall fix its own rules of
                    --------
procedure, and shall meet where and as and upon such notice as provided by such
rules or by resolution of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and all actions by each committee shall be
reported to the Board of Directors at its next regular meeting succeeding any
such action. Members of any committee designated by the Board may participate in
a meeting of the committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other or by any other means permitted by law, and such
participation shall constitute presence in person at the meeting.

     Section 4.5.   Quorum; Voting.  At each meeting of any committee the
                    --------------
presence of a majority of the total number of its members then in office shall
constitute a quorum for the transaction of business; except that when a
committee consists of one member,

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then one member shall constitute a quorum. A vote of the majority of committee
members present at any meeting of a committee at which a quorum is present shall
be the act of such committee.

     Section 4.6.   Adjournments.  A majority of the members of a committee
                    ------------
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.

     Section 4.7.   Action of Committee Without Meeting.   Any action required
                    -----------------------------------
or permitted to be taken at any meeting of any committee designated by the Board
of Directors may be taken without a meeting if all members of such committee
consent thereto in writing and such writing or writings are filed with the
minutes of the proceedings of such committee. Such consent shall be treated for
all purposes as the act of such committee.

     Section 4.8.   Manner of Acting.   A member of any committee designated by
                    ----------------
the Board of Directors shall, in the performance of his duties, be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or other committees of the
Board of Directors, or by any other person as to matters the 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.

     Section 4.9.   Resignation of Committee Members.  Any member of a committee
                    --------------------------------
may resign at any time by giving written notice of such resignation to the Board
of Directors, the Chairman, if any, the Vice Chairman, if any, the President,
any Vice President or the Secretary. Unless otherwise specified in such notice,
such resignation shall take effect upon receipt thereof by the Board of
Directors or any such officer, and acceptance of such resignation shall not be
necessary to make it effective.

     Section 4.10.  Removal of Committee Members.   Any member of any committee
                    ----------------------------
may be removed with or without cause at any time by the Board of Directors,
subject to the approval required by Section 4.1 for establishment of a
committee.

     Section 4.11.  Compensation of Committee Members.  Committee members may
                    ---------------------------------
receive such reasonable compensation for their services as committee members,
whether in the form of salary or a fixed fee for attendance at meetings, with
reasonable expenses, if any, as the Board of Directors may from time to time
determine. Nothing contained herein shall be construed to preclude any committee
member from serving the  Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE V
                                   ---------

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                                    Officers
                                    --------

     Section 5.1.   Officers.  The officers of the Corporation shall be a
                    --------
Chairman (if elected by the Board of Directors), a Vice Chairman (if elected by
the Board of Directors), a Chief Executive Officer (if elected by the Board of
Directors), a President (if elected by the Board of Directors), one or more
Executive Vice Presidents or Vice Presidents (if elected by the Board of
Directors), a Secretary (if elected by the Board of Directors), a Treasurer (if
elected by the Board of Directors), and such other officers as may be appointed
in accordance with the provisions of Section 5.3 of these By-Laws and the
Securityholders Agreement.

     Section 5.2.   Election, Term of Office and Qualifications.  Each officer
                    -------------------------------------------
(except such officers as may be appointed in accordance with the provisions of
Section 5.3 of these By-Laws and subject to the Securityholders Agreement) shall
be elected or appointed by a majority of the Board of Directors present at any
meeting at which such election is held. Unless otherwise provided in the
resolution of election and subject to the Securityholders Agreement, the
Chairman and each officer (whether elected at the first meeting of the Board of
Directors after the annual meeting of stockholders or to fill a vacancy or
otherwise) shall hold his office until the first meeting of the Board of
Directors after the next annual meeting of stockholders and until his successor
shall have been elected and qualified, or until his earlier death, resignation
or removal.

     Section 5.3.   Subordinate Officers and Agents.  The Board of Directors may
                    -------------------------------
from time to time appoint other officers or agents (including, without
limitation, one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-Laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.

     Section 5.4.   The Chairman.   The Chairman, if there is one, shall be
                    ------------
elected by the Board of Directors. Subject to the direction of the Board of
Directors and the Securityholders Agreement, the Chairman shall preside at all
meetings of the Board of Directors and stockholders and see that all orders and
resolutions of the Board of Directors are carried into effect. From time to time
the Chairman shall report to the Board of Directors all matters within his
knowledge which the interests of the Corporation may require to be brought to
the attention of the directors. The Chairman shall also have such other powers
and perform such other duties as may from time to time be prescribed by the
Board of Directors or these By-Laws.

     Section 5.5.   The Vice Chairman.   At the request of the Chairman, if
                    -----------------
there is one, or in his absence or disability, the Vice Chairman, if there is
one, shall perform all the duties of the Chairman and, when so acting, shall
have all the powers of and be subject to all the restrictions on the Chairman.
The Vice Chairman may sign (which signature may be a facsimile signature), with
any other officer thereunto duly authorized,

                                      -10-
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certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. The Vice Chairman shall also have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman or these By-Laws.

     Section 5.6.   Chief Executive Officer.  The Chief Executive Officer (the
                    -----------------------
"CEO") of the Corporation shall report to the Chairman or, if there is no
Chairman, then to the Vice Chairman. Subject to the direction of the Chairman,
the Vice Chairman, if any, and the Board of Directors, the CEO shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers and agents. He may sign (which signature
may be a facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent.

     Section 5.7.   The President.  If there is no Chairman or Vice Chairman or
                    -------------
CEO, the President shall act as the chief executive officer of the Corporation.
Subject to the authority and direction of the Chairman, the Vice Chairman or
CEO, if any, and the Board of Directors, the President shall have all the powers
of and be subject to all the restrictions on the Chairman, and shall have charge
of the day to day supervision of the business, affairs and property of the
Corporation. The President may sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature) and
execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent. The
President shall also have such other powers and perform such other duties as may
from time to time be prescribed by the Board of Directors, the Chairman, the
Vice Chairman, CEO or these By-Laws.

     Section 5.8.   Executive Vice President and Vice Presidents.  At the
                    --------------------------------------------
request of the President, or in his absence or disability, any Executive Vice
President or Vice President designated by the Board of Directors shall perform
all the duties of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions on the President. Any Executive Vice
President or Vice President may also sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature)

                                      -11-
<PAGE>

and execute, in the name and on behalf of the Corporation, deeds, mortgages,
bonds, contracts, agreements and other instruments and documents duly authorized
by the Board of Directors, except where the signing and execution thereof shall
be expressly delegated by the Board of Directors to another officer or agent.
Each Executive Vice President or Vice President shall have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman, the Vice Chairman, the CEO, the President or these By-
Laws.

     Section 5.9.   The Secretary.  The Secretary shall
                    -------------

               (a)  record all the proceedings of meetings of the stockholders,
     the Board of Directors, and any committees thereof in a book or books to be
     kept for that purpose;

               (b)  cause all notices to be duly given in accordance with the
     provisions of these By-Laws and as required by law;

               (c)  whenever any committee shall be appointed pursuant to a
     resolution of the Board of Directors, furnish the chairman of such
     committee with a copy of such resolution;

               (d)  be custodian of the records and the seal of the Corporation,
     and cause such seal to be affixed to (or a facsimile to be reproduced on)
     all certificates representing stock of the Corporation prior to the
     issuance thereof and all instruments the execution of which in the name and
     on behalf of the Corporation and under its seal shall have been duly
     authorized;

               (e)  see that the lists, books, reports, statements, certificates
     and other documents and records required by law are properly kept and
     filed;

               (f)  have charge of the stock and transfer books of the
     Corporation, and exhibit such books at all reasonable times to such persons
     as are entitled by law to have access thereto;

               (g)  sign (which signature may be a facsimile signature), with
     any other officer thereunto duly authorized, certificates representing
     stock of the Corporation, the issuance of which shall have been duly
     authorized, and sign (which signature may be a facsimile signature) and
     execute, in the name and on behalf of the Corporation, instruments and
     documents duly authorized by the Board of Directors, except where the
     signing and execution thereof shall be expressly delegated by the Board of
     Directors to another officer or agent; and

               (h)  in general, perform all duties incident to the office of
     Secretary and have such other powers and perform such other duties as may
     from time to time be prescribed by the Board of Directors, the Chairman,
     the Vice Chairman, the CEO, the President or these By-Laws.

                                      -12-
<PAGE>

     Section 5.10.  Assistant Secretaries.  At the request of the Secretary, or
                    ---------------------
in his absence or disability, the Assistant Secretary designated by the
Secretary, the Board of Directors, the Chairman, the Vice Chairman, the CEO or
the President, shall perform all the duties of the Secretary, and, when so
acting, shall have all the powers of and be subject to all the restrictions on
the Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman, the Vice Chairman, the CEO, the President, the

Secretary or these By-Laws.

     Section 5.11.  The Treasurer.  The Treasurer shall
                    -------------

               (a)  have charge of and supervision over and be responsible for
     the funds, securities, receipts and disbursements of the Corporation;

               (b)  cause the moneys and other valuable effects of the
     Corporation to be deposited in the name and to the credit of the
     Corporation in such banks or trust companies, or with such bankers or other
     depositaries, as shall be selected in accordance with Section 7.3 of these
     By-Laws, or to be otherwise dealt with in such manner as the Board of
     Directors may direct from time to time;

               (c)  cause the funds of the Corporation to be disbursed by checks
     or drafts upon the authorized depositaries of the Corporation, and cause to
     be taken and preserved proper vouchers for all moneys disbursed;

               (d)  render to the Board of Directors, the Chairman, if any, the
     Vice Chairman, if any, and/or the CEO or President, whenever requested, a
     statement of the financial condition of the Corporation and of all of his
     transactions as Treasurer;

               (e)  cause to be kept at the Corporation's principal office
     correct books of account of all of the Corporation's business and
     transactions and such duplicate books of account as he shall determine and,
     upon application, cause such books or duplicates thereof to be exhibited to
     any director;

               (f)  be empowered, from time to time, to require from the
     officers or agents of the Corporation reports or statements giving such
     information as he may desire or deem appropriate with respect to any or all
     financial transactions of the Corporation;

               (g)  sign (which signature may be a facsimile signature), with
     any other officer thereunto duly authorized, certificates representing
     stock of the Corporation, the issuance of which shall have been duly
     authorized, and sign (which signature may be a facsimile signature) and
     execute, in the name and on behalf of the Corporation, instruments and
     documents duly authorized by the

                                      -13-
<PAGE>

     Board of Directors, except where the signing and execution thereof shall be
     expressly delegated by the Board of Directors to another officer or agent;
     and

               (h)  in general, perform all duties incident to the office of
     Treasurer and have such other powers and perform such other duties as may
     from time to time be prescribed by the Board of Directors, the Chairman,
     the Vice Chairman, the CEO or President or these By-Laws.

     Section 5.12.  Assistant Treasurer.  At the request of the Treasurer, or
                    -------------------
in his absence or disability, the Assistant Treasurer designated by the
Treasurer, the Board of Directors, the Chairman, if any, the Vice Chairman, if
any, the CEO or the President shall perform all the duties of the Treasurer,
and, when so acting, shall have all the powers of and be subject to all the
restrictions on the Treasurer. Each Assistant Treasurer shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors, the Chairman, the Vice Chairman, the CEO, the President,
the Treasurer or these By-Laws.

     Section 5.13.  Resignations.  Any officer may resign at any time by giving
                    ------------
written notice of such resignation to the Board of Directors, the Chairman, the
Vice Chairman, the CEO, the President, any Executive Vice President or Vice
President, or the Secretary. Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the Board of
Directors or any such officer, and the acceptance of such resignation shall not
be necessary for it to be effective.

     Section 5.14.  Removal.  Any officer specifically designated in Section
                    -------
5.1 of these By-Laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors then
in office, subject to the Securityholders Agreement. Any officer or agent
appointed pursuant to the provisions of Section 5.3 of these By-Laws may be
removed with or without cause at any meeting of the Board of Directors by the
affirmative vote of a majority of the directors present at such meeting or at
any time by any superior officer or agent upon whom such power of removal shall
have been conferred by the Board of Directors, subject to the  Securityholders
Agreement.

     Section 5.15.  Vacancies.  Any vacancy in any office (whether by reason of
                    ---------
death, resignation, removal, disqualification or otherwise) shall be filled for
the unexpired portion of the term in the manner prescribed by these By-Laws for
regular elections or appointments to such office, subject to the Securityholders
Agreement.

     Section 5.16.  Compensation.  The salaries of the officers of the
                    ------------
Corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed pursuant to
the provisions of Section 5.3 of these By-Laws. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

                                      -14-
<PAGE>

     Section 5.17.  Bonding.  The Corporation may secure the fidelity of any or
                    -------
all of its officers or agents by bond or otherwise.

     Section 5.18.  Interested Directors and Officers.
                    ---------------------------------

     (a)  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 the
Corporation's 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 or committee thereof which authorizes the contract or transaction, or
solely because his vote is counted for such purpose, if:

          (i)    The material facts as to his 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 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 may be less than a quorum; or

          (ii)   The material facts as to his 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.

     (b)  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.

     Section 5.19.  Limitation on Actions.  Notwithstanding anything set forth
                    ---------------------
in these By-Laws to the contrary, the Chairman and the officers of the
Corporation shall not be authorized to take or cause the occurrence of, and are
hereby expressly prohibited from taking or causing the occurrence of, any of the
"Restricted Actions" (as defined below) listed in Section 5.1 of the
Securityholders Agreement, unless any required approval of "MDC" and "Fenway"
(as such terms are defined in the Securityholders Agreement) as set forth in
such Section 5.1 has been obtained. The term "Restricted Actions" shall have the
meaning given such term in the Securityholders Agreement.

                                  ARTICLE VI
                                  ----------

                                      -15-
<PAGE>

                                Indemnification
                                ---------------

     The Corporation shall indemnify, in the manner and to the fullest extent
permitted by applicable law, any person (or the estate of any person) who was or
is a party to, or is threatened to be made a party to, any threatened, pending
or completed action, suit or proceeding, whether or not by or in the right of
the Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was or has agreed to be
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees and expenses), judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred (and not otherwise recovered) by such person in
connection with the investigation, preparation to defend or defense of such
action, suit, claim or proceeding. To the extent and in the manner provided by
applicable law, any such expenses may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding even if such director
or officer is alleged to have not met the applicable standard of conduct
required under this Section or is alleged to have committed conduct so that, if
true, such director or officer would not be entitled to indemnification under
this Section, upon receipt of an undertaking, which need not be secured, by or
on behalf of the director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Section, provided, however, that the foregoing shall not
require the Corporation to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim initiated by
or on behalf of such person. Unless otherwise permitted by applicable law, the
indemnification provided for herein shall be made only as authorized in the
specific case upon a determination, made in the manner provided by applicable
law, that indemnification of such director or officer has met the standards
required by law. The Corporation may, to the fullest extent permitted by
applicable law, purchase and maintain insurance on behalf of any person who is
or was or has agreed to be a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against any liability which may be asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
applicable law. The indemnification and advancement of expenses provided for
herein shall not be deemed to limit the right of the Corporation to indemnify or
make advances to any other such person for any expenses (including attorneys'
fees and expenses), judgments, fines or other amounts to the fullest extent
permitted by applicable law, nor shall they be deemed exclusive of any other
rights to which any such person seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall inure
to the benefit of the heirs and legal representatives of such person. Any repeal
or modification of this Section or any repeal or modification of relevant
provisions of the Delaware General Corporation Law or any other applicable laws
shall not in any way diminish any rights to indemnification of such director or
officer with

                                      -16-
<PAGE>

respect to any acts or omissions by such person occurring prior to such repeal
or modification, or the obligations of the Corporation arising hereunder. If
this Section or any portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall nevertheless (i)
indemnify each director or officer of the Corporation as to costs, charges and
expenses (including attorneys' fees and expenses), judgments, fines and amounts
paid in settlement with respect to any proceeding and (ii) advance expenses
(including attorneys' fees and expenses), in each case to the fullest extent
permitted by any applicable portion of this Section that shall not have been
invalidated and to the full extent permitted by applicable law.

                                  ARTICLE VII
                                  -----------

                          Execution of Instruments and
                          ----------------------------
                           Deposit of Corporate Funds
                           --------------------------

     Section 7.1.   Execution of Instruments Generally.  Subject to the approval
                    ----------------------------------
of the Board of Directors, each of the Chairman, the Vice Chairman, CEO, the
President, any Executive Vice President or Vice President, the Secretary or the
Treasurer into any contract or execute and deliver any instrument in the name
and on behalf of the Corporation. The Board of Directors may authorize any
officer or officers or agent or agents to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation, and such
authorization may be general or confined to specific

instances.

     Section 7.2.   Borrowing.  No loans or advances shall be obtained or
                    ---------
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors. Such authorization may be general or confined to specific
instances. Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances for the Corporation, and in connection with such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. Any officer or agent of the
Corporation so authorized may pledge, hypothecate or transfer as security for
the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation any and all stocks, bonds, other securities and other property at
any time held by the Corporation, and to that end may endorse, assign and
deliver the same and do every act and thing necessary or proper in connection
therewith.

     Section 7.3.   Deposits.  All funds of the Corporation not otherwise
                    --------
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized to do so by the Board of Directors. Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors may from
time to time determine.

                                      -17-
<PAGE>

     Section 7.4.   Checks, Drafts, Etc.  All checks, drafts or other orders for
                    -------------------
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

     Section 7.5.   Proxies.  Proxies to vote with respect to shares of stock of
                    -------
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman or Vice Chairman, the CEO, the President, or any Executive Vice
President or Vice President, or by any other person or persons thereunto
authorized by the Board of Directors.

                                  ARTICLE VIII
                                  ------------

                                     Stock
                                     -----

     Section 8.1.   Form and Execution of Certificates.  The shares of capital
                    ----------------------------------
stock of the Corporation shall be represented by certificates in the form
approved by the Board of Directors from time to time. The certificates shall be
signed by, or in the name of the Corporation by, the Chairman, the Vice
Chairman, the President or any Executive Vice President or Vice President, and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. Any or all of the signatures on the certificates may be facsimile
signatures. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such 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 8.2.   Regulations.  The Board of Directors may make such rules and
                    -----------
regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

     Section 8.3.   Transfer Agent and Registrar.  The Board of Directors may
                    ----------------------------
appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.

                                  ARTICLE IX
                                  ----------

                                Corporate Seal
                                --------------

                                      -18-
<PAGE>

     Subject to alteration by the Board of Directors, the corporate seal shall
be circular in form, shall bear the name of the Corporation and words and
figures denoting its organization under the laws of the State of Delaware and
the year thereof, and otherwise shall be in such form as shall be approved from
time to time by the Board of Directors.

                                   ARTICLE X
                                   ---------

                                  Fiscal Year
                                  -----------

     The fiscal year of the Corporation shall begin on the first day of January
in each year or such other day as the Board of Directors may determine by
resolution.

                                  ARTICLE XI
                                  ----------

                                  Amendments
                                  ----------

     In addition to the provisions, if any, in the Certificate of Incorporation
of the Corporation relating to the amendment of the Corporation's By-Laws by the
Board of Directors, the By-Laws of the Corporation may be amended or repealed,
and new By-Laws may be made and adopted, by vote of a majority of the shares of
stock of the Corporation then issued and outstanding and entitled to vote
thereon at any annual or special Stockholders' meeting; provided, that Sections
3.1, 3.2, 3.3, 3.5, 3.11, 4.1 and 5.17 of these By-Laws and this proviso of this
Article XI shall not be amended or repealed unless such amendment or repeal is
approved by each party under the Securityholders Agreement whose approval is
then required to authorize any Restricted Action and no provision of these By-
laws may be amended or repealed in a manner inconsistent with the provisions of
the Securityholders Agreement.

                                      -19-