Exhibit 3.4**AMENDED & RESTATED****BY-LAWS****OF****U.S. HELICOPTER CORPORATION****(hereinafter called the “Corporation”)****ARTICLE I****OFFICES**     Section 1. Registered Office. The registered office of the Corporation inthe State of Delaware is located at 9 E. Loockerman Street, Suite 205, Dover, Delaware 19901,located in the County of Kent.     Section 2. Other Offices. The Corporation may also have offices at suchother places both within and without the State of Delaware as the Board of Directors may fromtime to time determine.**ARTICLE II****MEETINGS OF STOCKHOLDERS**     Section 1. Place of Meetings. Meetings of the stockholders for the electionof directors or for any other purpose shall be held at such time and place, either within orwithout the State of Delaware as shall be designated from time to time by the Board of Directors.
 

 
     Section 2. Annual Meetings of Stockholders. The Annual Meetings ofStockholders for the election of directors shall be held on such date and at such time as shall bedesignated from time to time by the Board of Directors. Any other proper business may betransacted at the Annual Meeting of Stockholders.     Section 3. Special Meetings of Stockholders. Unless otherwise required bylaw or by the certificate of incorporation of the Corporation, as amended and restated from time totime (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose orpurposes, may be called by either (i) the Board of Directors, (ii) the Chairman, if there be one,(iii) the President, (iv) any Vice President or (v) stockholders owning a majority of the capitalstock of the Corporation issued and outstanding and entitled to vote. Such request shall state thepurpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only suchbusiness shall be conducted as shall be specified in the notice of meeting (or any supplementthereto).     Section 4. Notice. Whenever stockholders are required or permitted totake any action at a meeting, a written notice of the meeting shall be given which shall state theplace, date and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposesfor which the meeting is called. Unless otherwise required by law, the written notice of anymeeting shall be given not less than ten (10) days nor more than sixty (60) days before the date ofthe meeting to each stockholder entitled to vote at such meeting.     Section 5. Adjournments. Any meeting of the stockholders may be adjournedfrom time to time to reconvene at the same or some other place, and notice need not be given of anysuch adjourned meeting if the time and place thereof are announced at the meeting at which the
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adjournment is taken. At the adjourned meeting, the Corporation may transact any businesswhich might have been transacted at the original meeting. If the adjournment is for more thanthirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting,notice of the adjourned meeting shall be given to each stockholder of record entitled to vote atthe meeting.     Section 6. Quorum. Unless otherwise required by law or theCertificate of Incorporation, the holders of a majority of the capital stock issued and outstandingand entitled to vote thereat, present in person or represented by proxy, shall constitute a quorumat all meetings of the stockholders for the transaction of business. A quorum, once established,shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however,such quorum shall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or represented by proxy, shall have powerto adjourn the meeting from time to time, in the manner provided in Section 5, until a quorum shallbe present or represented.     Section 7. Voting. Unless otherwise required by law, the Certificate ofIncorporation or these By-Laws, any question brought before any meeting of stockholders, other thanthe election of directors, shall be decided by the vote of the holders of a majority of the totalnumber of votes of the capital stock represented and entitled to vote thereat, voting as a singleclass. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 5 ofArticle V hereof, each stockholder represented at a meeting of stockholders shall be entitled tocast one (1) vote for each share of the capital stock entitled to vote thereat held by suchstockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or afterthree (3) years
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from its date, unless such proxy provides for a longer period. The Board ofDirectors, in itsdiscretion, or the officer of the Corporation presiding at a meeting of stockholders, in suchofficer’s discretion, may require that any votes cast at such meeting shall be cast by writtenballot.     Section 8. Consent of Stockholders in Lieu of Meeting. Unlessotherwise provided in the Certificate of Incorporation, any action required or permitted to betaken at any Annual or Special Meeting of Stockholders, may be taken without a meeting, withoutprior notice and without a vote, if a consent or consents in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less than the minimum numberof votes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted and shall be delivered to the Corporation bydelivery to its registered office in the State of Delaware, its principal place of business, or anofficer or agent of the Corporation having custody of the book in which proceedings of meetings ofstockholders are recorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail, return receipt requested. Every written consent shall bear thedate of signature of each stockholder who signs the consent and no written consent shall beeffective to take the corporate action referred to therein unless, within sixty (60) days of theearliest dated consent delivered in the manner required by this Section 8 to the Corporation,written consents signed by a sufficient number of holders to take action are delivered to theCorporation by delivery to its registered office in the state of Delaware, its principal place ofbusiness, or an officer or agent of the Corporation having custody of the book in which proceedingsof meetings of stockholders are recorded. Prompt notice of the taking of the corporate actionwithout a meeting by less than
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unanimous written consent shall be given to those stockholders whohave not consented in writingand who, if the action had been taken at a meeting, would have been entitled to notice of themeeting if the record date for such meeting had been the date that written consents signed by asufficient number of holders to take the action were delivered to the Corporation as provided abovein this Section 8.     Section 9. List of Stockholders Entitled to Vote. The officer of theCorporation who has charge of the stock ledger of the Corporation shall prepare and make, at leastten (10) days before every meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address of each stockholderand the number of shares registered in the name of each stockholder. Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten (10) days prior to the meeting either at a placewithin the city where the meeting is to be held, which place shall be specified in the notice ofthe meeting, or, if not so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder of the Corporation who is present.     Section 10. Stock Ledger. The stock ledger of the Corporation shall be theonly evidence as to who are the stockholders entitled to examine the stock ledger, the listrequired by Section 9 of this Article II or the books of the Corporation, or to vote in person orby proxy at any meeting of stockholders.
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     Section 11. Conduct of Meetings. The Board of Directors may adopt byresolution such rules and regulations for the conduct of the meeting of the stockholders as itshall deemappropriate. Except to the extent inconsistent with such rules and regulations as adopted bythe Board of Directors, the chairman of any meeting of the stockholders shall have the right andauthority to prescribe such rules, regulations and procedures and to do all such acts as, in thejudgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairmanof the meeting, may include, without limitation, the following: (i) the establishment of an agendaor order of business for the meeting, (ii) the determination of when the polls shall open and closefor any given matter to be voted on at the meeting, (iii) rules and procedures for maintainingorder at the meeting and the safety of those present, (iv) limitations on attendance at orparticipation in the meeting to stockholders of record of the Corporation, their duly authorizedand constituted proxies or such other persons as the chairman of the meeting shall determine, (v)restrictions on entry to the meeting after the time fixed for the commencement thereof and (vi)limitations on the time allotted to questions or comments by participants.**ARTICLE III****DIRECTORS**     Section 1. Number and Election of Directors. The Board of Directors shallconsist of not less than one (1) nor more than eleven (11) members, the exact number of which shallinitially be two (2) and, thereafter, as determined from time to time by the Board of Directors.Except as provided in Section 2 of this Article III, directors shall be elected by a plurality ofthe votes cast at
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the Annual Meetings of Stockholders, and each director so elected shall holdoffice until the next Annual Meeting of Stockholders and until such director’s successor is dulyelected and qualified,or until such director’s earlier death, resignation or removal. Any director may resign atany time upon written notice to the Corporation. Directors need not be stockholders.     Section 2. Vacancies. Unless otherwise required by law or the Certificate ofIncorporation, vacancies arising through death, resignation, removal, an increase in the number ofdirectors or otherwise may be filled only by a majority of the directors then in office, thoughless than a quorum, or by a sole remaining director, and the directors so chosen shall hold officeuntil the next annual Meeting of Stockholders and until their successors are duly elected andqualified, or until their earlier death, resignation or removal.     Section 3. Duties and Powers. The business and affairs of theCorporation shall be managed by or under the direction of the Board of Directors which may exerciseall such powers of the Corporation and do all such lawful acts and things as are not by statute orby the Certificate of Incorporation or by these By-Laws required to be exercised or done by thestockholders.     Section 4. Meetings. The Board of Directors may hold meetings, both regularand special, either within or without the State of Delaware. Regular meetings of the Board ofDirectors may be held without notice at such time and at such place as may from time to time bedetermined by the Board of Directors. Special meetings of the Board of Directors may be called bythe Chairman, if there be one, the President, or by any director. Notice thereof stating theplace, date and hour of the meeting shall be given to each director either by mail not less thanforty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four
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(24)hours’ notice, or on such shorter notice as the person or persons calling such meeting may deemnecessary or appropriate in the circumstances.     Section 5. Quorum. Except as otherwise required by law or the Certificate ofIncorporation or as otherwise specified in these By-Laws, at all meetings of the Board ofDirectors, a majority of the entire Board of Directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present at any meeting at whichthere is a quorum shall be the act of the Board of Directors. If a quorum shall not be present atany meeting of the Board of Directors, the directors present thereat may adjourn the meeting fromtime to time, without notice other than announcement at the meeting of the time and place of theadjourned meeting, until a quorum shall be present.     Section 6. Actions by Written Consent. Unless otherwise provided in theCertificate of Incorporation, or these By-Laws, any action required or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be taken without a meeting, ifall the members of the Board of Directors or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedings of the Board ofDirectors or committee.     Section 7. Meetings by Means of Conference Telephone. Unless otherwiseprovided in the Certificate of Incorporation, members of the Board of Directors, or any committeethereof, may participate in a meeting of the Board of Directors or such committee by means of aconference telephone or similar communications equipment by means of which all persons
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participating in the meeting can hear each other, and participation in a meeting pursuant to thisSection 7 shall constitute presence in person at such meeting.     Section 8. Committees. The Board of Directors may designate, by resolutionapproved by a majority of the entire Board of Directors, one or more committees, each committee toconsist of one or more of the directors of the Corporation. The Board of Directors may designateone or more directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of any such committee. In the absence or disqualification of amember of a committee, and in the absence of a designation by the Board of Directors of analternate member to replace the absent or disqualified member, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another member of the Board of Directors to act at themeeting in the place of any absent or disqualified member. Any committee, to the extent permittedby law and provided in the resolution establishing such committee, shall have and may exercise allthe powers and authority of the Board of Directors in the management of the business and affairs ofthe Corporation, and may authorize the seal of the Corporation to be affixed to all papers whichmay require it. Each committee shall keep regular minutes and report to the Board of Directorswhen required.     Section 9. Compensation. The directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid a fixed sum forattendance at each meeting of the Board of Directors or a stated salary as director, payable incash or securities. No such payment shall preclude any director from serving the Corporation inany other capacity and
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receiving compensation therefor. Members of special or standing committeesmay be allowed like compensation for attending committee meetings.     Section 10. Interested Directors. No contract or transaction between theCorporation and one or more of its directors or officers, or between the Corporation and any othercorporation, partnership, association, or other organization in which one or more of its directorsor officers are directors or officers, or have a financial interest, shall be void or voidablesolely for this reason, or solely because the director or officer is present at or participates inthe meeting of the Board of Directors or committee thereof which authorizes the contract ortransaction, or solely because the director or officer’s vote is counted for such purpose if (i)the material facts as to the director or officer’s relationship or interest and as to the contractor transaction are disclosed or are known to the Board of Directors or the committee, and the Boardof Directors or committee in good faith authorizes the contract or transaction by the affirmativevote of a majority of the disinterested directors, even though the disinterested directors be lessthan a quorum; or (ii) the material facts as to the director or officer’s relationship or interestand as to the contract or transaction are disclosed or are known to the stockholders entitled tovote thereon, and the contract or transaction is specifically approved in good faith by vote of thestockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time itis authorized, approved or ratified by the Board of Directors, a committee thereof or thestockholders. Common or interested directors may be counted in determining the presence of aquorum at a meeting of the Board of Directors or of a committee which authorizes the contract ortransaction.     Section 11. Citizenship of Directors. At all times the composition of theBoard of
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Directors shall comply in all respects with the U.S. citizenship requirements of the Act(as hereinafter defined).**ARTICLE IV****OFFICERS**     Section 1. General. The officers of the Corporation shall be chosen by theBoard of Directors and shall be a President, a Secretary and a Chief Financial Officer. The Boardof Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must bea director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and otherofficers. Any number of offices may be held by the same person, unless otherwise prohibited by lawor the Certificate of Incorporation. The officers of the Corporation need not be stockholders ofthe Corporation nor, except in the case of the Chairman of the Board of Directors, need suchofficers be directors of the Corporation.     Section 2. Election. The Board of Directors, at its first meetingheld after each Annual Meeting of Stockholders (or action by written consent of stockholders inlieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shallhold their offices for such terms and shall exercise such powers and perform such duties as shallbe determined from time to time by the Board of Directors; and all officers of the Corporationshall hold office until their successors are chosen and qualified, or until their earlier death,resignation or removal. Any officer elected by the Board of Directors may be removed at any timeby the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in anyoffice of the Corporation
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shall be filled by the Board of Directors. The salaries of all officersof the Corporation shall be fixed by the Board of Directors.     Section 3. Voting Securities Owned by the Corporation. Powers of attorney,proxies, waivers of notice of meeting, consents and other instruments relating to securities ownedby the Corporation may be executed in the name of and on behalf of the Corporation by the Presidentor any Vice President or any other officer authorized to do so by the Board of Directors and anysuch officer may, in the name of and on behalf of the Corporation, take all such action as any suchofficer may deem advisable to vote in person or by proxy at any meeting of security holders of anycorporation in which the Corporation may own securities and at any such meeting shall possess andmay exercise any and all rights and power incident to the ownership of such securities and which,as the owner thereof, the Corporation might have exercised and possessed if present. The Board ofDirectors may, by resolution, from time to time confer like powers upon any other person orpersons.     Section 4. Chairman of the Board of Directors. The Chairman of theBoard of Directors, if there be one, shall preside at all meetings of the stockholders and of theBoard of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer ofthe Corporation, unless the Board of Directors designates the President as the Chief ExecutiveOfficer, and, except where by law the signature of the President is required, the Chairman of theBoard of Directors shall possess the same power as the President to sign all contracts,certificates and other instruments of the Corporation which may be authorized by the Board ofDirectors. During the absence or disability of the President, the Chairman of the Board ofDirectors shall exercise all the
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powers and discharge all the duties of the President. TheChairman of the Board of Directors shall alsoperform such other duties and may exercise such other powers as may be assigned, from time totime, by these By-Laws or by the Board of Directors.     Section 5. President. The President shall, subject to the control ofthe Board of Directors and, if there be one, the Chairman of the Board of Directors, have generalsupervision of the business of the Corporation and shall see that all orders and resolutions of theBoard of Directors are carried into effect. The President shall execute all bonds, mortgages,contracts and other instruments of the Corporation requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signed and executed andexcept that the other officers of the Corporation may sign and execute documents when so authorizedby these By-Laws, the Board of Directors or the President. In the absence or disability of theChairman of the Board of Directors, or if there be none, the President shall preside at allmeetings of the stockholders and the Board of Directors. If there be no Chairman of the Board ofDirectors, or if the Board of Directors shall otherwise designate, the President shall be the ChiefExecutive Officer of the Corporation. The President shall also perform such other duties and mayexercise such other powers as may be assigned, from time to time, by these By-Laws or by the Boardof Directors.     Section 6. Vice Presidents. At the request of the President or in thePresident’s absence or in the event of the President’s inability or refusal to act (and if there beno Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is morethan one (in the order designated by the Board of Directors), shall perform the duties of thePresident, and when
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so acting, shall have all the powers of and be subject to all the restrictionsupon the President. Each Vice President shall perform such other duties and have such other powers as the Board ofDirectors from time to time may prescribe. If there be no Chairman of the Board of Directors andno Vice President, the Board of Directors shall designate the officer of the Corporation who, inthe absence of the President or in the event of the inability or refusal of the President to act,shall perform the duties of the President, and when so acting, shall have all the powers of and besubject to all the restrictions upon the President.     Section 7. Secretary. The Secretary shall attend all meetings of theBoard of Directors and all meetings of stockholders and record all the proceedings thereat in abook or books to be kept for that purpose; the Secretary shall also perform like duties forcommittees of the Board of Directors when required. The Secretary shall give, or cause to begiven, notice of all meetings of the stockholders and special meetings of the Board of Directors,and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman ofthe Board of Directors or the President, under whose supervision the Secretary shall be. If theSecretary shall be unable or shall refuse to cause to be given notice of all meetings of thestockholders and special meetings of the Board of Directors, and if there be no AssistantSecretary, then either the Board of Directors or the President may choose another officer to causesuch notice to be given. The Secretary shall have custody of the seal of the Corporation and theSecretary or any Assistant Secretary, if there be one, shall have authority to affix the same toany instrument requiring it and when so affixed, it may be attested by the signature of theSecretary or by the signature of any such Assistant Secretary. The Board of Directors may givegeneral authority to any other officer to affix the seal
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of the Corporation and to attest to theaffixing by such officer’s signature. The Secretary shall seethat all books, reports, statements, certificates and other documents and records required bylaw to be kept or filed are properly kept or filed, as the case may be.     Section 8. Chief Financial Officer. The Chief Financial Officer shallhave the custody of the corporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shall deposit all moneys andother valuable effects in the name and to the credit of the Corporation in such depositories as maybe designated by the Board of Directors. The Chief Financial Officer shall disburse the funds ofthe Corporation as may be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the President and the Board of Directors, at its regularmeetings, or when the Board of Directors so requires, an account of all transactions as ChiefFinancial Officer and of the financial condition of the Corporation. If required by the Board ofDirectors, the Chief Financial Officer shall give the Corporation a bond in such sum and with suchsurety or sureties as shall be satisfactory to the Board of Directors for the faithful performanceof the duties of the office of the Chief Financial Officer and for the restoration to theCorporation, in case of the Chief Financial Officer’s death, resignation, retirement or removalfrom office, of all books, papers, vouchers, money and other property of whatever kind in the ChiefFinancial Officer’s possession or under the Chief Financial Officer’s control belonging to theCorporation.     Section 9. Assistant Secretaries. Assistant Secretaries, if there beany, shall perform such duties and have such powers as from time to time may be assigned to them bythe Board of
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Directors, the President, any Vice President, if there be one, or the Secretary, andin the absence of the Secretary or in the event of the Secretary’s disability or refusal to act,shall perform the dutiesof the Secretary, and when so acting, shall have all the powers of and be subject to all therestrictions upon the Secretary.     Section 10. Assistant Treasurers. Assistant Treasurers, if there be any,shall perform such duties and have such powers as from time to time may be assigned to them by theBoard of Directors, the President, any Vice President, if there be one, or the Chief FinancialOfficer, and in the absence of the Chief Financial Officer or in the event of the Chief FinancialOfficer’s disability or refusal to act, shall perform the duties of the Chief Financial Officer,and when so acting, shall have all the powers of and be subject to all the restrictions upon theChief Financial Officer. If required by the Board of Directors, an Assistant Treasurer shall givethe Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to theBoard of Directors for the faithful performance of the duties of the office of Assistant Treasurerand for the restoration to the Corporation, in case of the Assistant Treasurer’s death,resignation, retirement or removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in the Assistant Treasurer’s possession or under the AssistantTreasurer’s control belonging to the Corporation.     Section 11. Other Officers. Such other officers as the Board ofDirectors may choose shall perform such duties and have such powers as from time to time may beassigned to them by the Board of Directors. The Board of Directors may delegate to any otherofficer of the
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Corporation the power to choose such other officers and to prescribe theirrespective duties and powers.**ARTICLE V****STOCK**     Section 1. Form of Certificates. Every holder of stock in the Corporationshall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairmanof the Board of Directors, the President or a Vice President and (ii) by the Chief FinancialOfficer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation,certifying the number of shares owned by such stockholder in the Corporation.     Section 2. Signatures. Any or all of the signatures on a certificate may bea facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be such officer, transfer agentor registrar before such certificate is issued, it may be issued by the Corporation with the sameeffect as if such person were such officer, transfer agent or registrar at the date of issue.     Section 3. Lost Certificates. The Board of Directors may direct a newcertificate to be issued in place of any certificate theretofore issued by the Corporation allegedto have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue ofa new certificate, the Board of Directors may, in its discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen or destroyed certificate, or theowner’s legal representative, to advertise the same in such manner as the Board of Directors shallrequire
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and/or to give the Corporation a bond in such sum as it may direct as indemnity against anyclaim that may be made against the Corporation with respect to the certificate alleged to have beenlost, stolen or destroyed or the issuance of such new certificate.     Section 4. Transfers. Stock of the Corporation shall be transferable in themanner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books ofthe Corporation only by the person named in the certificate or by such person’s attorney lawfullyconstituted in writing and upon the surrender of the certificate therefor, which shall be cancelledbefore a new certificate shall be issued. No transfer of stock shall be valid as against theCorporation for any purpose until it shall have been entered in the stock records of theCorporation by an entry showing from and to whom transferred.     Section 5. Record Date.     (a) In order that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors mayfix a record date, which record date shall not precede the date upon which the resolution fixingthe record date is adopted by the Board of Directors, and which record date shall not be more thansixty (60) days nor less than ten (10) days before the date of such meeting. If no record date isfixed by the Board of Directors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be at the close of business on the day next precedingthe day on which notice is given, or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held. A determination of stockholders of record entitledto notice of or to vote at a meeting of stockholders shall apply to any adjournment of the
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meeting;provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.     (b) In order that the Corporation may determine the stockholders entitled to consent tocorporate action in writing without a meeting, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing the record date is adoptedby the Board of Directors, and which record date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date is adopted by the Board of Directors. If norecord date has been fixed by the Board of Directors, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when no prior action by theBoard of Directors is required by law, shall be the first date on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to the Corporation by deliveryto its registered office in this State, its principal place of business, or an officer or agent ofthe Corporation having custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to a corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed by the Board ofDirectors and prior action by the Board of Directors is required by law, the record date fordetermining stockholders entitled to consent to corporate action in writing without a meeting shallbe at the close of business on the day on which the Board of Directors adopts the resolutionstaking such prior action.     (c) In order that the Corporation may determine the stockholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or the stockholders
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entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall be not more than sixty (60) days prior to suchaction. If no record date is fixed by the Board of Directors, the record date for determiningstockholders for any such purpose shall be at the close of business on the day on which the Boardof Directors adopts the resolution relating thereto.     Section 6. Record Owners. The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares to receive dividends,and to vote as such owner, and to hold liable for calls and assessments a person registered on itsbooks as the owner of shares, and shall not be bound to recognize any equitable or other claim toor interest in such share or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise required by law.**ARTICLE VI****NOTICES**     Section 1. Notices. Whenever written notice is required by law, theCertificate of Incorporation or these By-Laws, to be given to any director, member of a committeeor stockholder, such notice may be given by mail, addressed to such director, member of a committeeor stockholder, at such person’s address as it appears on the records of the Corporation, withpostage thereon prepaid, and such notice shall be deemed to be given at the
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time when the sameshall be deposited in the United States mail. Written notice may also be given personally or bytelegram, facsimile, overnight courier, telex or cable.     Section 2. Waivers of Notice. Whenever any notice is required by law, theCertificate of Incorporation or these By-Laws, to be given to any director, member of a committeeor stockholder, a waiver thereof in writing, signed, by the person or persons entitled to saidnotice, whether before or after the time stated therein, shall be deemed equivalent thereto.Attendance of a person at a meeting, present in person or represented by proxy, shall constitute awaiver of notice of such meeting, except where the person attends the meeting for the expresspurpose of objecting at the beginning of the meeting to the transaction of any business because themeeting is not lawfully called or convened.**ARTICLE VII****GENERAL PROVISIONS**     Section 1. Dividends. Dividends upon the capital stock of the Corporation,subject to the requirements of the General Corporation Law of the State of Delaware as set forthin Title 8 of the Delaware Code and the provisions, if any, of the Certificate of Incorporation,may be declared by the Board of Directors at any regular or special meeting of the Board ofDirectors (or any action by written consent in lieu thereof in accordance with Section 6 of ArticleIII hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock.Before payment of any dividend, there may be set aside out of any funds of the Corporationavailable for dividends such sum or sums as the Board of Directors from time to time, in itsabsolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing
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dividends, or for repairing or maintaining any property of the Corporation, or for any properpurpose, and the Board of Directors may modify or abolish any such reserve.     Section 2. Disbursements. All checks or demands for money and notes of theCorporation shall be signed by such officer or officers or such other person or persons as theBoard of Directors may from time to time designate.     Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed byresolution of the Board of Directors.     Section 4. Corporate Seal. The corporate seal shall have inscribed thereonthe name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproducedor otherwise.**ARTICLE VIII****INDEMNIFICATION**     Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Thoseby or in the Right of the Corporation. Subject to Section 3 of this Article VIII, theCorporation shall indemnify any person who was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of the Corporation) byreason of the fact that such person is or was a director or officer of the Corporation, or is orwas a director or officer of the Corporation serving at the request of the Corporation as adirector or officer, employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other
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enterprise, against expenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually and reasonably incurred by such person in connectionwith such action, suit orproceeding if such person acted in good faith and in a manner such person reasonably believedto be in or not opposed to the best interests of the Corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon aplea of nolo contendere or its equivalent, shall not, of itself, create a presumption that theperson did not act in good faith and in a manner which such person reasonably believed to be in ornot opposed to the best interests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that such person’s conduct was unlawful.     Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Rightof the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnifyany person who was or is a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Corporation to procure a judgment in its favorby reason of the fact that such person is or was a director or officer of the Corporation, or is orwas a director or officer of the Corporation serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually andreasonably incurred by such person in connection with the defense or settlement of such action orsuit if such person acted in good faith and in a manner such person reasonably believed to be in ornot opposed to the best interests of the Corporation; except that no indemnification shall be madein respect of any
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claim, issue or matter as to which such person shall have been adjudged to beliable to the Corporation unless and only to the extent that the Court of Chancery or the court inwhich such action or suitwas brought shall determine upon application that, despite the adjudication of liability butin view of all the circumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which the Court of Chancery or such other court shall deem proper.     Section 3. Authorization of Indemnification. Any indemnification under thisArticle VIII (unless ordered by a court) shall be made by the Corporation only as authorized in thespecific case upon a determination that indemnification of the director or officer is proper in thecircumstances because such person has met the applicable standard of conduct set forth in Section 1or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by amajority vote of the directors who are not parties to such action, suit or proceeding, even thoughless than a quorum, or (ii) if there are no such directors, or if such directors so direct, byindependent legal counsel in a written opinion or (iii) by the stockholders. To the extent,however, that a director or officer of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding described above, or in defense of any claim,issue or matter therein, such person shall be indemnified against expenses (including attorneys’fees) actually and reasonably incurred by such person in connection therewith, without thenecessity of authorization in the specific case.     Section 4. Good Faith Defined. For purposes of any determination underSection 3 of this Article VIII, a person shall be deemed to have acted in good faith and in amanner such person
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reasonably believed to be in or not opposed to the best interests of theCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable causeto believe such person’s conduct was unlawful, if such person’s action is based on the records orbooks of account of the Corporation or another enterprise, or on information supplied to suchperson by the officersof the Corporation or another enterprise in the course of their duties, or on the advice oflegal counsel for the Corporation or another enterprise or on information or records given orreports made to the Corporation or another enterprise by an independent certified public accountantor by an appraiser or other expert selected with reasonable care by the Corporation or anotherenterprise. The term “another enterprise” as used in this Section 4 shall mean any othercorporation or any partnership, joint venture, trust, employee benefit plan or other enterprise ofwhich such person is or was serving at the request of the Corporation as a director, officer,employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or tolimit in any way the circumstances in which a person may be deemed to have met the applicablestandard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.     Section 5. Indemnification by a Court. Notwithstanding any contrarydetermination in the specific case under Section 3 of this Article VIII, and notwithstanding theabsence of any determination thereunder, any director or officer may apply to the Court of Chanceryin the State of Delaware for indemnification to the extent otherwise permissible under Sections 1and 2 of this Article VIII. The basis of such indemnification by a court shall be a determinationby such court that indemnification of the director or officer is proper in the circumstancesbecause such person has met the applicable standards of conduct set forth in Sections 1 or 2 ofthis Article VIII, as the
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case may be. Neither a contrary determination in the specific case underSection 3 of this Article VIII nor the absence of any determination thereunder shall be a defenseto such application or create a presumption that the director or officer seeking indemnificationhas not met any applicable standard of conduct. Notice of any application for indemnificationpursuant to this Section 5 shallbe given to the Corporation promptly upon the filing of such application. If successful, inwhole or in part, the director or officer seeking indemnification shall also be entitled to be paidthe expense of prosecuting such application.     Section 6. Expenses Payable in Advance. Expenses incurred by a director orofficer in defending any civil, criminal, administrative or investigative action, suit orproceeding shall be paid by the Corporation in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer torepay such amount if it shall ultimately be determined that such person is not entitled to beindemnified by the Corporation as authorized in this Article VIII.     Section 7. Nonexclusivity of Indemnification and Advancement of Expenses.The indemnification and advancement of expenses provided by or granted pursuant to this ArticleVIII shall not be deemed exclusive of any other rights to which those seeking indemnification oradvancement of expenses may be entitled under the Certificate of Incorporation, any By-Law,agreement, vote of stockholders or disinterested directors or otherwise, both as to action in suchperson’s official capacity and as to action in another capacity while holding such office, it beingthe policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 ofthis Article VIII shall be made to the fullest extent permitted by law. The provisions of this
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Article VIII shall not be deemed to preclude the indemnification of any person who is not specifiedin Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation toindemnify under the provisions of the General Corporation Law of the State of Delaware, orotherwise.     Section 8. Insurance. The Corporation may purchase and maintain insurance onbehalf of any person who is or was a director or officer of the Corporation, or is or was adirector or officer of the Corporation serving at the request of the Corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise against any liability asserted against such person and incurred bysuch person in any such capacity, or arising out of such person’s status as such, whether or notthe Corporation would have the power or the obligation to indemnify such person against suchliability under the provisions of this Article VIII.     Section 9. Certain Definitions. For purposes of this Article VIII,references to “the Corporation” shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power and authority toindemnify its directors or officers, so that any person who is or was a director or officer of suchconstituent corporation, or is or was a director or officer of such constituent corporation servingat the request of such constituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shallstand in the same position under the provisions of this Article VIII with respect to the resultingor surviving
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corporation as such person would have with respect to such constituent corporation ifits separate existence had continued. For purposes of this Article VIII, references to “fines”shall include any excise taxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the Corporation” shall include any service as a director,officer,employee or agent of the Corporation which imposes duties on, or involves services by, suchdirector or officer with respect to an employee benefit plan, its participants or beneficiaries;and a person who acted in good faith and in a manner such person reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shall be deemed to haveacted in a manner “not opposed to the best interests of the Corporation” as referred to in thisArticle VIII.     Section 10. Survival of Indemnification and Advancement of Expenses. Theindemnification and advancement of expenses provided by, or granted pursuant to, this Article VIIIshall, unless otherwise provided when authorized or ratified, continue as to a person who hasceased to be a director or officer and shall inure to the benefit of the heirs, executors andadministrators of such a person.     Section 11. Limitation on Indemnification. Notwithstanding anythingcontained in this Article VIII to the contrary, except for proceedings to enforce rights toindemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shallnot be obligated to indemnify any director or officer in connection with a proceeding (or partthereof) initiated by such person unless such proceeding (or part thereof) was authorized orconsented to by the Board of Directors.
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     Section 12. Indemnification of Employees and Agents. The Corporation may, tothe extent authorized from time to time by the Board of Directors, provide rights toindemnification and to the advancement of expenses to employees and agents of the Corporationsimilar to those conferred in this Article VIII to directors and officers of the Corporation.**ARTICLE IX****AMENDMENTS**     Section 1. Amendments. These By-Laws may be altered, amended or repealed, inwhole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors,provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws becontained in the notice of such meeting of stockholders or Board of Directors as the case may be.All such amendments must be approved by either the holders of a majority of the outstanding capitalstock entitled to vote thereon or by a majority of the entire Board of Directors then in office.     Section 2. Entire Board of Directors. As used in this Article IX and inthese By-Laws generally, the term “entire Board of Directors” means the total number of directorswhich the Corporation would have if there were no vacancies.**ARTICLE X****LIMITATIONS OF OWNERSHIP BY NON-CITIZENS**     Section 1. Definitions.     (a) “Act” shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as thesame may be from time to time amended.
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     (b) “Beneficial Ownership,” “Beneficially Owned” or “Owned Beneficially” refers to beneficialownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i)thereof) under the Securities Exchange Act of 1934, as amended.     (c) “Foreign Stock Record” shall have the meaning set forth Section 2.     (d) “Non-Citizen” shall mean any person or entity who is not a “citizen of the United States”(as defined in Section 40102 of the Act), including any agent, trustee or representative of aNon-Citizen.     (e) “Own or Control” or “Owned or Controlled” shall mean (i) ownership of record, (ii)beneficial ownership or (iii) the power to direct, by agreement, agency or in any other manner, thevoting of Stock. Any determination by the Board of Directors as to whether Stock is owned orControlled by a Non-Citizen shall be final.     (f) “Permitted Percentage” shall mean 24.99% of the voting power of the Stock.     (g) “Stock” shall mean the outstanding capital stock of the Corporation entitled to vote;provided, however, that for the purpose of determining the voting power of Stock that shall at anytime constitute the Permitted Percentage, the voting power of Stock outstanding shall not beadjusted downward solely because shares of Stock many not be entitled to vote by reason of anyprovisions of this Article X.     Section 2. Foreign Stock Record. The Corporation or any transfer agentdesignated by it shall maintain a separate stock record (the “Foreign Stock Record”) in which shallbe registered Stock known to the corporation to be Owned or Controlled by Non-Citizens. TheForeign Stock Record shall include (i) the name and nationality of each such Non-Citizen, (ii) thenumber of
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shares of Stock Owned or Controlled by such Non-Citizen and (iii) the date ofregistration of such shares in the Foreign Stock Record. In no event shall shares in excess of thePermitted Percentage be entered on the Foreign Stock Record. In the event that the Corporationshall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage,sufficient sharesshall be removed from the Foreign Stock Record so that the number of shares entered therein doesnot exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock Record inreverse chronological order based upon the date of registration therein.     Section 3. Suspension of Voting Rights. If at any time the number of sharesof Stock known to the Corporation to be Owned or Controlled by Non-Citizens exceeds the PermittedPercentage, the voting rights of Stock Owned or Controlled by Non-Citizens and not registered onthe Foreign Stock Record at the time of any vote or action of the stockholders of the Corporationshall, without further action by the Corporation, be suspended. Such suspension of voting rightsshall automatically terminate upon the earlier of the (i) transfer of such shares to a person orentity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record,subject to the last two sentences of the immediately preceding section.     Section 4. Beneficial Ownership Inquiry.     (a) The Corporation may by notice in writing (which may be included in the form of proxy orballot distributed to stockholders in connection with the annual meeting or any special meeting ofthe stockholders of the Corporation, or otherwise) require a person that is a holder of record ofStock or that the Corporation knows to have, or has reasonable cause to believe has, BeneficialOwnership of Stock to certify in such manner as the Corporation shall deem appropriate
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(includingby way of execution of any form of proxy or ballot of such person) that, to the knowledge of suchperson:          (i) all Stock as to which such person has record ownership or Beneficial Ownership is Ownedand Controlled only by Citizens of the United States; or          (ii) the number and class or series of Stock owned of record or Beneficially Owned by suchperson that is Owned or Controlled by Non-Citizens is as set forth in such certificate.     (b) With respect to any Stock identified in response to clause (a)(ii) above, the Corporationmay require such person to provide such further information as the Corporation may reasonablyrequire in order to implement the provisions of this Article X.     (c) For purposes of applying the provisions of this Article X with respect to any Stock, inthe event of the failure of any person to provide the certificate or other information to which theCorporation is entitled pursuant to this Section 4, the Corporation shall presume that the Stock inquestion is Owned or Controlled by Non-Citizens.* * *
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