AMENDED AND RESTATED 

BY-LAWS 

OF 

THE FAIRCHILDCORPORATION 

December 23, 2005 

ARTICLE I 

Offices 

Section 1. The registered officeshall be in the City of Wilmington, County of New Castle, State of Delaware. 

Section 2. The corporation may alsohave offices at such other places both within and without the State of Delaware as theboard of directors may from time to time determine or the business of the corporation mayrequire. 

ARTICLE II 

Meetings ofStockholders 

Section 1. All meetings of thestockholders for the election of directors shall be held in the City of Cleveland, Stateof Ohio, at such place as may be fixed from time to time by the board of directors, or atsuch other place either within or without the State of Delaware as shall be designatedfrom time to time by the board of directors and stated in the notice of the meeting.Meetings of stockholders for any other purpose may be held at such time and place, withinor without the State of Delaware, as shall be stated in the notice of the meeting or in aduly executed waiver of notice thereof. 

Section 2. Annual meeting ofstockholders, commencing with the year 1972, shall be held on the third Thursday ofNovember, if not a legal holiday, and if a legal holiday, then on the next secular dayfollowing, at 2:00 P.M., EST, or at such other date and time as shall be designated fromtime to time by the board of directors and stated in the notice of the meeting, at whichthe stockholders shall elect, by a plurality vote and by written ballot, a board ofdirectors, and transact such other business as may properly be brought before the meeting. 

Section 3. Written notice of theannual meeting stating the place, date and hour of the meeting shall be given to eachstockholder entitled to vote at such meeting not less than ten or more than sixty daysbefore the date of the meeting. 

Section 4. The officer who has chargeof the stock ledger of the corporation shall prepare and make, at least ten days beforeevery meeting of stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to the meeting, either ata place within the city where the meeting is to be held, which place shall be specified inthe notice of the meeting, or, if not so specified, at the place where the meeting is tobe held. The list shall also be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any stockholder who is present. 

Section 5. Special meetings of thestockholders, for any purpose or purposes, unless otherwise prescribed by statute or bythe certificate of incorporation, may be called by the chairman of the board or president,and shall be called by the chairman of the board, president or secretary at the request inwriting of a majority of the board of directors, or at the request in writing ofstockholders owning shares representing a majority of the votes entitled to be cast atsuch meeting. Such request shall state the purpose or purposes of the proposed meeting. 

Section 6. Written notice of aspecial meeting stating the place, date and hour of the meeting and the purpose orpurposes for which the meeting is called, shall be given not less than ten nor more thansixty days before the date of the meeting, to each stockholder entitled to vote at suchmeeting. 

Section 7. Business transacted at anyspecial meeting of stockholders shall be limited to the purposes stated in the notice. 

Section 8. The holders of issued andoutstanding stock present in person or represented by proxy constituting a majority of thevotes entitled to be cast at a meeting of stockholders shall constitute a quorum and thevotes that are necessary for the transaction of any business, except as otherwise requiredby statute or the certificate of incorporation. If, however, such quorum shall not bepresent or represented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall by a majority of votes casthave power to adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originally notified. If theadjournment is for more than thirty days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting. 

Section 9. The affirmative vote of amajority of votes entitled to be cast at a meeting of stockholders by holders of sharespresent in person or represented by proxy at the meeting shall be the act of thestockholders, except as otherwise required by statute or the certificate of incorporation.Where a separate vote by class or series of a class is required, the affirmative vote of amajority of votes entitled to be cast on such matter at a meeting of stockholders byholders of shares present in person or represented by proxy at the meeting shall be theact of the stockholders of such class or series, except as otherwise required by statuteor the certificate of incorporation. 

Section 10. Unless otherwise providedin the certificate of incorporation, any action required to be taken at any annual orspecial meeting of stockholders of the corporation, or any action which may be taken atany annual or special meeting of such stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth the actionso taken, shall be signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted. Prompt noticeof the taking of the corporate action without a meeting by less than unanimous writtenconsent shall be given to those stockholders who have not consented in writing. 

ARTICLE III 

Directors 

Section 1. The number of directorswhich shall constitute the whole board shall be not less than three nor more than fifteen.The first board shall consist of seven directors. Thereafter, within the limits abovespecified, the number of directors shall be determined by resolution of the board ofdirectors or by the stockholders at the annual meeting. The directors shall be elected atthe annual meeting of the stockholders, except as provided in Section 2 of this Article,and each director elected shall hold office until his successor is elected and qualified.Directors need not be stockholders. 

Section 2. Vacancies and newlycreated directorships resulting from any increase in the authorized number of directorsmay be filled by a majority of the directors then in office, though less than a quorum, orby a sole remaining director, and the directors so chosen shall hold office until the nextannual election and until their successors are duly elected and shall qualify, unlesssooner displaced. If there are no directors in office, then an election of directors maybe held in the manner provided by statute. If, at the time of filling any vacancy or anynewly created directorship, the directors then in office shall constitute less than amajority of the whole board (as constituted immediately prior to any such increase), theCourt of Chancery may, upon application of any stockholder or stockholders holding atleast ten percent of the total number of the shares at the time outstanding having theright to vote for such directors, summarily order an election to be held to fill any suchvacancies or newly created directorships, or to replace the directors chosen by thedirectors then in office. 

Section 3. The business of thecorporation shall be managed by its board of directors, which may exercise all such powersof the corporation and do all such lawful acts and things as are not by statute or by thecertificate of incorporation or by these By-laws directed or required to be exercised ordone by the stockholders. 

Meetings of theBoard of Directors 

Section 4. The board of directors ofthe corporation may hold meetings, both regular and special, either within or without theState of Delaware. 

Section 5. The first meeting of eachnewly elected board of directors shall be held at such time and place as shall be fixed bythe vote of the stockholders at the annual meeting and no notice of such meeting shall benecessary to the newly elected directors in order legally to constitute the meeting,provided a quorum shall be present. In the event of the failure of the stockholders to fixthe time or place of such first meeting of the newly elected board of directors, or in theevent such meeting is not held at the time and place so fixed by the stockholders, themeeting may be held at such time and place as shall be specified in a notice given ashereinafter provided for special meetings of the board of directors, or as shall bespecified in a written waiver signed by all of the directors. 

Section 6. Regular meetings of theboard of directors may be held without notice at such time and at such place as shall fromtime to time be determined by the board. 

Section 7. Special meetings of theboard may be called by the chairman of the board or the president on at least 24hours’ notice to each director, either personally or by mail, by telegram or bytelephone; special meetings shall be called by the chairman of the board, president orsecretary in like manner and on like notice on the written request of two directors.Notice of any such meeting need not be given to any director who shall, either before orafter the meeting, submit a signed waiver of notice or who shall attend such meetingwithout protesting before or at its commencement the lack of notice to him. A notice orwaiver of notice of any regular or special meeting of the board need not state the purposeof or the business to be transacted at such meeting. 

Section 8. At all meetings of theboard, one-third of the total number of directors then serving shall constitute a quorumfor the transaction of business and the act of a majority of the directors present at anymeeting at which there is a quorum shall be the act of the board of directors, except asmay be otherwise specifically provided by statute or by the certificate of incorporation.If a quorum shall not be present at any meeting of the board of directors the directorspresent thereat may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present. 

Section 9. Unless otherwiserestricted by the certificate of incorporation or these By-laws, any action required orpermitted to be taken at any meeting of the board of directors or of any committee thereofmay be taken without a meeting, if all members of the board or committee, as the case maybe, consent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the board or committee. 

Executive Committee 

Section 10. The corporation shallhave an executive committee (the “Executive Committee”) consisting of fourmembers of the board of directors of the corporation, at least three of whom shall not beofficers of the corporation. The members of the Executive Committee shall be designated bythe Board of Directors. The Executive Committee shall have authority to exercise, by ameeting or by the unanimous written consent of its members, during intervals betweenmeetings of the board of directors, all the powers and authority of such board in themanagement and business and affairs of the corporation, however conferred. The ExecutiveCommittee may act only by the affirmative vote of at least three-fourths of its members. 

Audit Committee 

Section 11. The Corporation shallhave an audit committee (the “Audit Committee”), the charter of which shall beas adopted, revised or amended from time to time by action of the Board of Directors. 

Oversight Committee 

Section 12. The corporation shallhave an oversight committee (the “Oversight Committee”) consisting of not lessthan three members of the board of directors of the corporation. The members of theOversight Committee shall be non-management directors of the corporation and shall bedesignated by the board directors. The Oversight Committee shall have the authority toreview and approve potential conflicts of interest between the corporation and itsexecutive officers and directors. All transactions, compensation arrangements and otherpayments, including consulting, non-compete or other fees, involving the corporation andany third party that benefit any executive officer or director of the Company, or theirrespective associates or affiliates, must be submitted to and approved in advance by theOversight Committee; provided, however, that such review and approval by the OversightCommittee shall not be required as to matters of regular or ordinary compensation,including without limitation annual salaries, bonuses, incentive and performance-basedpayments, retirement benefits, deferred compensation, SERPs, severance and/orchange-in-control agreements, and perquisites. 

Section 13. Notwithstanding any otherprovision in these By-laws, Section 12 and this Section 13 of these By-laws may not beamended, altered or repealed unless approved by (i) a majority of the voting power of theoutstanding shares of the corporation’s stock and a majority of the voting power ofthe outstanding shares of the corporation’s stock held by stockholders who areunaffiliated with the Steiners and their associates or affiliates, or (ii) by theaffirmative vote of at least three-fourths of the board of directors. 

Other Committees ofDirectors 

Section 14. In addition to theExecutive Committee, the Audit Committee, and the Oversight Committee, the board ofdirectors may designate one or more other committees, each such other committee to consistof one or more of the directors of the corporation. Any such other committee, to theextent provided in the resolution of the board of directors, shall have and may exerciseall the powers and authority of the board of directors in the management of the businessand affairs of the corporation and may authorize the seal of the corporation to be affixedto all papers which may require it. Such other committee or committees shall have suchname or names as may be determined from time to time by resolution adopted by the board ofdirectors. 

General Provisionsand Restrictions Applicable to All Committees of Directors 

Section 15. With respect to anycommittee of the board of directors (including, but not by way of limitation, theExecutive Committee and the Audit Committee), the board of directors may designate one ormore directors meeting the qualifications, if any, specified for membership on suchcommittee as alternative members of such committee, who may replace any absent ordisqualified member at a meeting of such committee. In the event of the absence ordisqualification of a member of a committee, and in the event no director has beendesignated as an alternative member thereof, the member or members of such committeepresent at any meeting and not disqualified from voting, whether or not he or theyconstitute a quorum, may unanimously appoint another member of the board of directorsmeeting the qualifications, if any, specified for membership on such committee to act atthe meeting in the place of any such absent or disqualified member. 

Section 16. Notwithstanding anythingcontained in these By-laws to the contrary, neither the Executive Committee, the AuditCommittee nor any other committee of the board of directors shall have any power orauthority **(**i) to approve or adopt or recommend to the stockholders any action or****matter expressly required by the Delaware General Corporate Law to be submitted tostockholders for approval, or (ii) to adopt,****amend or repeal any by-law of thecorporation**.** If the resolution establishing a particular committee so provides,such committee shall have the power or authority to declare a dividend or to authorize theissuance of stock. The board of directors may (but shall not be obligated to) designateone member of any committee (including the Executive Committee and the Audit Committee) asits chairman. The duties and responsibilities of the members of any committee of the boardof directors shall be in addition to those duties set forth for a member of the board ofdirectors of the corporation. 

Compensation ofDirectors 

Section 17. Unless otherwiserestricted by the certificate of incorporation, the board of directors shall have theauthority to fix the compensation of directors. The directors may be paid their expenses,if any, of attendance at each meeting of the board of directors and may be paid a fixedsum for attendance at each meeting of the board of directors or a stated salary asdirector. No such payment shall preclude any director from serving the corporation in anyother capacity and receiving compensation therefor. Members of special or standingcommittees may be allowed like compensation for attending committee meetings. 

ARTICLE IV 

Notices 

Section 1. Whenever, under theprovisions of the statutes, of the certificate of incorporation, of any certificate dulyfiled in the State of Delaware pursuant to Section 151 of the Delaware General CorporationLaw or of these By-laws, notice is required to be given to any director or stockholder, itshall not be construed to mean personal notice, but such notice may be given in writing,by mail, addressed to such director or stockholder at his address as it appears on therecords of the corporation, with postage thereon prepaid, and such notice shall be deemedto be given at the time when the same shall be deposited in the United States mail. Noticeto directors may also be given by telegram or telephone. 

Section 2. Whenever any notice isrequired to be given under the provisions of the statutes, of the certificate ofincorporation, of any certificate duly filed in the State of Delaware pursuant to Section151 of the Delaware General Corporation Law or of these By-laws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whether before or afterthe time stated therein, shall be deemed equivalent thereto. 

ARTICLE V 

Officers 

Section 1. The officers of thecorporation shall be chosen by the board of directors and shall be a chairman of theboard, a president, one or more vice-presidents (one or more of whom may be designatedExecutive Vice-President or Senior Vice-President), a secretary and a treasurer. The boardof directors may also choose a controller and one or more assistant secretaries andassistant treasurers. Any number of offices may be held by the same person, unless thecertificate of incorporation or these By-laws otherwise provide. 

Section 2. The board of directors atits first meeting after each annual meeting of stockholders shall choose a chairman of theboard, a president, one or more vice-presidents, a secretary and a treasurer. 

Section 3. The board of directors mayappoint such other officers and agents as it shall deem necessary who shall hold theiroffices for such terms and shall exercise such powers and perform such duties as shall bedetermined from time to time by the board. 

Section 4. The salaries of allofficers and agents of the corporation shall be fixed by the board of directors, providedthat the board may delegate to the chairman of the board or the president the power to fixfrom time to time the compensation of such officers and agents as the board shalldesignate. No officer shall be prevented from receiving such salary because he is also adirector. 

Section 5. The officers of thecorporation shall hold office until their successors are chosen and qualify. Any officerelected or appointed by the board of directors may be removed at any time by theaffirmative vote of a majority of the board of directors. Any vacancy occurring in anyoffice of the corporation shall be filled by the board of directors. 

The Chairman of theBoard 

Section 6. The chairman of the boardshall be the chief executive officer of the corporation, shall preside at all meetings ofthe stockholders and the board of directors, shall have general and active management ofthe business of the corporation and shall see that all orders and resolutions of the boardof directors are carried into effect. He shall execute bonds, mortgages and othercontracts requiring a seal, under the seal of the corporation, except where required orpermitted by law to be otherwise signed and executed and except where the signing andexecution thereof shall be expressly delegated by the board of directors to some otherofficer or agent of the corporation. 

The President 

Section 7. The president shall be thechief operating officer of the corporation, and shall have the duties and responsibilitiesas assigned by the chairman and chief executive officer or the board of directors. Heshall preside at any meetings of the stockholders and of the board of directors if thechairman of the board is unavailable. He may sign, with the secretary or treasurer or anyother proper officer thereunto authorized by the board of directors, certificates forshares of the corporation, any deeds, mortgages, bonds, contracts or other instrumentswhich the board of directors has authorized to be executed, except in cases where thesigning and execution thereof shall be expressly delegated by the board of directors or bythese By-laws to some other officer or agent of the corporation, or shall be required bylaw to be otherwise signed or executed; and in general, shall perform all duties incidentto the office of the president and such other duties as may be prescribed by the board ofdirectors from time to time. 

The Vice-Presidents 

Section 8. In the absence of thepresident or in the event of his inability or refusal to act, the vice-president (or inthe event there be more than one vice-president, the vice-presidents in the orderdesignated, or in the absence of any designation, then in the order of their election)shall perform the duties of the president, and when so acting, shall have all the powersof and be subject to all the restrictions upon the president. The vice-presidents shallperform such other duties and have such other powers as the board of directors may fromtime to time prescribe. 

The Secretary andAssistant Secretary 

Section 9. The secretary shall attendall meetings of the board of directors and all meetings of the stockholders and record allthe proceedings of the meetings of the corporation and of the board of directors in a bookto be kept for that purpose and shall perform like duties for the standing committees whenrequired. He shall give, or cause to be given, notice of all meetings of the stockholdersand special meetings of the board of directors, and shall perform such other duties as maybe prescribed by the board of directors, chairman of the board or president, under whosesupervision he shall be. He shall have custody of the corporate seal and he, or anassistant secretary, shall have authority to affix the same to any instrument requiring itand, when so affixed, it may be attested by his signature or by the signature of suchassistant secretary. The board of directors may give general authority to any otherofficer to affix the corporate seal and to attest the affixing by his signature. 

Section 10. The assistant secretary,or if there be more than one, the assistant secretaries in the order determined by theboard of directors (or if there be no such determination, then in the order of theirelection), shall, in the absence of the secretary or in the event of his inability orrefusal to act, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as the board of directors may fromtime to time prescribe. 

The Treasurer andAssistant Treasurers 

Section 11. The treasurer shall havethe custody of the corporate funds and securities and shall keep full and accurateaccounts of receipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the board of directors. 

Section 12. He shall disburse thefunds of the corporation as may be ordered by the board of directors, taking propervouchers for such disbursements, and shall render to the board of directors, at itsregular meetings, or when the board of directors so requires, an account of all histransactions as treasurer and of the financial condition of the corporation. 

Section 13. If required by the boardof directors, he shall give the corporation a bond (which shall be renewed every sixyears) in such sum and with such surety or sureties as shall be satisfactory to the boardof directors for the faithful performance of the duties of his office and for therestoration to the corporation, in case of his death, resignation, retirement or removalfrom office, of all books, papers, vouchers, money and other property of whatever kind inhis possession or under his control belonging to the corporation. 

Section 14. The assistant treasurer,or if there shall be more than one, the assistant treasurers in the order determined bythe board of directors (or if there be no such determination, then in the order of theirelection), shall, in the absence of the treasurer or in the event of his inability orrefusal to act, perform the duties and exercise the powers of the treasurer and shallperform such other duties and have such other powers as the board of directors may fromtime to time prescribe. 

The Controller 

Section 15. The controller shall bethe chief accounting officer of the corporation and shall perform the duties and exercisethe powers generally incident to such position and such other duties and powers as theboard of directors may from time to time prescribe. 

ARTICLE VI 

Certificates of Stock 

Section 1. Every holder of stock inthe corporation shall be entitled to have a certificate, signed by, or in the name of thecorporation by, the chairman or vice-chairman of the board of directors, or the presidentor a vice-president and the treasurer or an assistant treasurer, or the secretary or anassistant secretary of the corporation, certifying the number of shares owned by him inthe corporation. If the corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations, preferences andrelative, participating, optional or other special rights of each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferences and/orrights shall be set forth in full or summarized on the face or back of the certificatewhich the corporation shall issue to represent such class or series of stock, providedthat, except as otherwise provided in Section 202 of the Delaware General Corporation Law,in lieu of the foregoing requirements, there may be set forth on the face or back of thecertificate which the corporation shall issue to represent such class or series of stock,a statement that the corporation will furnish without charge to each stockholder who sorequests the powers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. 

Section 2. Where a certificate iscountersigned (1) by a transfer agent other than the corporation or its employee, or (2)by a registrar other than the corporation or its employee, any other signature on thecertificate may be facsimile. In case any officer, transfer agent or registrar who hassigned or whose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrar before such certificate is issued, it maybe issued by the corporation with the same effect as if he were such officer, transferagent or registrar at the date of the issue. 

Lost Certificates 

Section 3. The board of directors maydirect a new certificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the corporation alleged to have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the person claiming thecertificate of stock to be lost, stolen or destroyed. When authorizing such issue of a newcertificate or certificates, the board of directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost, stolen ordestroyed certificate or certificates, or his legal representative, to advertise the samein such manner as it shall require and/or to give the corporation a bond in such sum as itmay direct as indemnity against any claim that may be made against the corporation withrespect to the certificate alleged to have been lost, stolen or destroyed. 

Transfer of Stock 

Section 4. Upon surrender to thecorporation or the transfer agent of the corporation of a certificate for shares dulyendorsed or accompanied by proper evidence of succession, assignment or authority totransfer, it shall be the duty of the corporation to issue a new certificate to the personentitled thereto, cancel the old certificate and record the transaction upon its books. 

Fixing Record Date 

Section 5. In order that thecorporation may determine the stockholders entitled to notice of or to vote at any meetingof stockholders or any adjournment thereof, or to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights in respect ofany 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 be more thansixty nor less than ten days before the date of such meeting, nor more than sixty daysprior to any other action. A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date for the adjournedmeeting. 

RegisteredStockholders 

Section 6. The corporation shall beentitled to recognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liable for callsand assessments a person registered on its books as the owner of shares, and shall not bebound to recognize any equitable or other claim to or interest in such share or shares onthe part of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware. 

ARTICLE VII 

General Provisions 

Section 1. Dividends upon the capitalstock of the corporation, subject to the provisions of the certificate of incorporation,if any, may be declared by the board of directors at any regular or special meeting,pursuant to law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the certificate of incorporation. 

Section 2. Before payment of anydividend, there may be set aside out of any funds of the corporation available fordividends such sum or sums as the directors from time to time, in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, or for suchother purpose as the directors shall think conducive to the interest of the corporation,and the directors may modify or abolish any such reserve in the manner in which it wascreated. 

Indemnification 

Section 3.1. Right toIndemnification. The corporation shall indemnify and hold harmless, to the fullest extentpermitted by applicable law as it presently exists or may hereafter be amended, any personwho was or is made or is threatened to be made a party or is otherwise involved in anyaction, suit or proceeding, whether civil, criminal, administrative or investigative (a“proceeding”) by reason of the fact that he, or a person for whom he is thelegal representative, is or was a director, officer, employee or agent of the corporationor is or was serving at the request of the corporation as a director, officer, employee oragent of another corporation or of a partnership, joint venture, trust, enterprise ornon-profit entity, including service with respect to employee benefit plans, against allliability and loss suffered and expenses reasonably incurred by such person. Thecorporation shall be required to indemnify a person in connection with a proceedinginitiated by such person only if the proceeding was authorized by the Board of Directorsof the corporation. 

Section 3.2. Prepayment of Expenses.The corporation shall pay the expenses (including, without limitation, reasonableattorneys’ fees) incurred in defending any proceeding in advance of its finaldisposition, as they become due; provided, however, that the payment of expenses incurredby a claimant in advance of the final disposition of the proceeding shall be made onlyupon receipt of an undertaking by the claimant to repay all amounts advanced if it shouldbe ultimately determined that the claimant is not entitled to be indemnified under thisArticle VII, Section 3 or otherwise. 

Section 3.3. Claims. Any claim forindemnification must be made pursuant to a written request, including documentation andinformation which is available to the claimant and is reasonably necessary for thecorporation to determine whether and to what extent the claimant is entitled toindemnification. If a claim for indemnification or payment of expenses under this ArticleVII, Section 3 is not paid in full within sixty days after a written claim therefor hasbeen received by the corporation, the claimant may file suit to recover the unpaid amountof such claim and, if successful in whole or in part, shall be entitled to be paid theexpense of prosecuting such claim. In any such action the corporation shall have theburden of proving that the claimant was not entitled to the requested indemnification orpayment of expenses under applicable law. 

Section 3.4. Excluding anydeterminations made by the Company’s stockholders or independent counsel inaccordance with Delaware law, the Board, acting through independent members with noconflicts of interest, shall have the exclusive authority to approve on behalf of theCompany all determinations regarding any demand for advancement or indemnification by anyemployee, officer or director of the Company. 

Section 3.5. Non-Exclusivity ofRights. The rights conferred on any person by this Article VII, Section 3 shall not beexclusive of any other rights which such person may have or hereafter acquire under anystatute, provision of the stockholders or disinterested directors or otherwise. 

Section 3.6. No Offsets. Aclaimant’s right to indemnification and prepayment of expenses pursuant to thisArticle VII, Section 3 shall not be subject to any offset or reduction for amounts due orclaimed to be due to the corporation from the claimant. The corporation may stop payingexpenses and otherwise stop indemnifying a claimant with respect to any claim in which ithas been ultimately determined that the claimant is not entitled to be indemnified underthis Article VII, Section 3 or under applicable law; and the claimant shall reimburse allamounts advanced by the corporation on such claim, as per the undertaking executed by theclaimant under Section 3.2 above. 

Section 3.7. Other Indemnification.The corporation’s obligation, if any, to indemnify any person who was or is servingat its request as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by anyamount such person may collect as indemnification from such other corporation,partnership, joint venture, trust, enterprise or non-profit enterprise. 

Section 3.8. Amendment or Repeal. Anyrepeal or modification of the foregoing provisions of this Article VII, Section 3 shallnot adversely affect any right or protection hereunder of any person in respect of any actor omission occurring prior to the time of such repeal or modification. 

Contracts and Loans 

Section 4. Except as otherwiserequired by statute, the certificate of incorporation or these By-laws, any contracts orother instruments may be executed and delivered in the name and on behalf of thecorporation by such officer or officers (including any assistant officer) of thecorporation as the board may from time to time direct. Such authority may be general orconfined to specific instances. No loans shall be contracted on behalf of the corporation,no pledge of its credit shall be made and no evidences of indebtedness shall be issued inits name unless authorized by a resolution of the board of directors. Such authority maybe general or confined to specific instances. 

Securities of OtherCorporations 

Section 5. Any shares or othersecurities of another corporation owned by this corporation may be voted on behalf of thiscorporation by the chairman of the board, the president or any vice-president inaccordance with proper authorization of the board of directors. Unless otherwise providedby resolution adopted by the board of directors, any such officer may from time to timeappoint an attorney or attorneys or agent or agents of the corporation, in the name and onbehalf of the corporation, to cast the votes which the corporation may be entitled to castas the holder of stock or other securities in any other corporation held by thecorporation, at meetings of the holders of the stock or other securities of such othercorporation, or to consent in writing, in the name of the corporation as such holder, toany action by such other corporation, and may instruct the person or persons so appointedas to the manner of casting such votes or giving such consent, and may execute or cause tobe executed in the name and on behalf of the corporation and under its corporate seal, orotherwise, all such written proxies or other instruments as he may deem necessary orproper. 

Banking 

Section 6. All funds of thecorporation not otherwise employed shall be deposited from time to time to the credit ofthe corporation in such banks, trust companies, or other depositories as the board ofdirectors may select. All checks or demands for money and notes of the corporation shallbe signed by such officer or officers or such other person or persons as the board ofdirectors may from time to time designate. 

Fiscal Year 

Section 7. The fiscal year of thecorporation shall be fixed by resolution of the board of directors. 

Annual Statement 

Section 8. The board of directors shallpresent at each annual meeting, and at any special meeting of the stockholders when calledfor by vote of the stockholders, a full and clear statement of the business and conditionof the corporation. 

Seal 

Section 9. The corporate seal shallhave inscribed thereon the name of the corporation, the year of its organization and thewords “Corporate Seal, Delaware”. The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise. 

ARTICLE VIII 

Amendments 

Section 1. Except as otherwisespecifically provided herein, these By-laws may be altered, amended or repealed or newBy-laws may be adopted by the stockholders or by the board of directors at any regularmeeting of the stockholders or of the board of directors or at any special meeting of thestockholders or of the board of directors if notice of such alteration, amendment, repealor adoption of new By-laws be contained in the notice of such special meeting.