EXHIBIT 3.6

                           SPACE SYSTEMS/ LORAL, INC.

                         INCORPORATED UNDER THE LAWS OF

                              THE STATE OF DELAWARE

                       FOURTH AMENDED AND RESTATED BYLAWS

                                    ARTICLE I
                                     OFFICES

      Section 1. Registered Office and Agent. The registered office of Space
Systems/ Loral, Inc. (the "Corporation") shall be located in the State of
Delaware and shall be at such address as shall be set forth in the Restated
Certificate of Incorporation. The resident agent of the Corporation at such
address shall be as set forth in the Restated Certificate of Incorporation. The
Corporation may also have such other offices at such other places, within or
without the State of Delaware, as the board of directors of the Corporation (the
"Board of Directors") may from time to time designate or the business of the
Corporation may require.

      Section 2. Principal Office. The principal office for the transaction of
the business of the Corporation shall be at such location, within or without the
State of Delaware, as shall be designated by the Board of Directors.

      Section 3. Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Corporation may otherwise require.

                                   ARTICLE II
                                  STOCKHOLDERS

      Section 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business properly brought
before the meeting will be held on such day in such month, in such city and
state and at such time and place as may be designated by the Board of Directors
and set forth in the notice of such meeting. If no designation is made, the
place of meeting shall be the principal executive office of the Corporation.

      Section 2. Special Meetings. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors or by its Chairman,
or by the Chief Executive Officer and President, and will be called by the Chief
Executive Officer and President at the request of the holders of a majority in
voting power of the outstanding shares of capital stock generally entitled to
vote. The officer or directors calling such a meeting shall direct



the Secretary of the Corporation to notify the directors of the time, place and
purpose of such meeting forthwith, but in any event not less than five (5) days
before such notice is sent to the stockholders. Special meetings shall be held
at such place or places within or without the State of Delaware as shall from
time to time be designated by the Board of Directors and stated in the notice of
such meeting. If no designation is made, the place of meeting shall be the
principal executive office of the Corporation. At a special meeting no business
shall be transacted and no corporate action shall be taken other than that
stated in the notice of the meeting.

      Section 3. Notice of Meetings. Not less than ten (10) days nor more than
fifty (50) days before the date of every stockholder's meeting, the Secretary of
the Corporation shall give to each stockholder entitled to vote at such meeting
and each other stockholder entitled to notice of the meeting notice stating the
time and place of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, by mail, by presenting it to him or
her personally, by leaving it at his or her residence or usual place of business
or by any other lawful means. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at his or
her post office address as it appears on the records of the Corporation, with
postage thereon prepaid. Notice of any adjourned meeting need not be given
except by announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment or required by law.

      Section 4. Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand,
or by certified or registered mail, return receipt requested.

      Section 5. Waiver of Notice. Any stockholder may at any time, by writing
or by telegraph, cable, electronic transmission, or facsimile transmission,
waive any notice required to be given under these Bylaws. A stockholder's
attendance, in person or by proxy, at a meeting: (i) waives objection to lack of
notice or defective notice of the meeting, unless the stockholder or his proxy
attends the meeting for the express purpose of objecting at the beginning of the
meeting to holding the meeting or transacting business at the meeting because
the meeting is not lawfully called or convened; and (ii) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder or
his proxy objects to considering the matter before it is voted upon.

      Section 6. Quorum. Any number of stockholders, together holding at least a
majority in voting power of the capital stock of the Corporation issued and
outstanding and generally entitled to vote in the election of directors, present
in person or represented by proxy at any

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meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Restated Certificate of
Incorporation or by these Bylaws.

      Section 7. Adjournment of Meetings. If less than a quorum is in attendance
at the time for which a meeting is called, the meeting may be adjourned by the
chairman of the meeting or by the affirmative vote of a majority of the voting
power of shares present in person or by proxy and entitled to vote at such
meeting, without notice other than announcement at such meeting, until a quorum
is in attendance. Any meeting at which a quorum is present may also be adjourned
in like manner and for the amount of time as may be determined by the chairman
of the meeting or by the affirmative vote of a majority of the voting power of
shares present in person or by proxy and entitled to vote at such meeting. At
any adjourned meeting at which a quorum is present, any business may be
transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

      Section 8. Voting List. The Secretary of the Corporation will prepare and
make, at least ten (10) days before every election of directors, a complete list
of the stockholders entitled to vote, arranged in alphabetical order and showing
the address of each stockholder and the number of shares of each stockholder.
The list will be available for inspection by any stockholder of record as
required by applicable law.

      Section 9. Voting. Each stockholder entitled to vote at a meeting of
stockholders may vote either in person or authorize another person or persons to
act for him or her by proxy, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by filing an
instrument revoking the proxy or another duly executed proxy bearing a later
date with the Secretary of the Corporation.

            Except as otherwise provided by the General Corporation Law of the
State of Delaware as from time to time in effect, including any successor
provisions of law (the "DGCL"), or by the Restated Certificate of Incorporation
of the Corporation or any amendments thereto, every stockholder shall at every
meeting of the stockholders be entitled to one vote (or such other number of
votes as shall be provided in the Restated Certificate of Incorporation,
including any certificate of designation, with respect to any class or series of
stock) in person or by proxy for each share of common stock registered in his or
her name on the record of stockholders. At all meetings of stockholders, all
matters will be determined by the affirmative vote of the majority in voting
power of shares present in person or by proxy and entitled to vote on the
subject matter, except as otherwise provided by statute, applicable stock
exchange rules,

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any rule or regulations applicable to the Corporation or its securities, the
Restated Certificate of Incorporation, or these Bylaws and except that directors
shall be elected by a plurality vote. Voting at meetings of stockholders need
not be by written ballot.

      Section 10. Conduct of Meetings. All regular or special meetings of the
stockholders shall be presided over by the Chairman of the Board, if any, or in
the absence of the Chairman of the Board by the Vice Chairman of the Board, if
any, or in the absence of the Vice Chairman of the Board by the Chief Executive
Officer, or in the absence of the Chief Executive Officer, by the President, or
in the absence of the President by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. To the maximum
extent permitted by law, the presiding person will have the power to set
procedural rules governing all aspects of the conduct of the meetings,
including, but not limited to, rules respecting the time allotted to
stockholders to speak. The Secretary of the Corporation will act as secretary of
each meeting. In the absence of the Secretary, the chairman of the meeting will
appoint any person to act as secretary of the meeting.

      Section 11. Certain Rules of Procedure Relating to Stockholder Meetings.
The chairman of the meeting shall preside over and conduct the meeting in a fair
and reasonable manner, and all questions of procedure or conduct of the meeting
shall be decided solely by the chairman of the meeting. The chairman of the
meeting shall have all power and authority vested in a presiding officer by law
or practice to conduct an orderly meeting.

                                   ARTICLE III
                                    DIRECTORS

      Section 1. Qualifications. Directors of the Corporation need not be
stockholders or a resident of the State of Delaware. Each director must have
attained the age of majority. For so long as Loral Space & Communications Inc.,
a Delaware corporation ("Loral"), is the owner, directly or indirectly, of one
hundred percent (100%) of the outstanding shares of capital stock of the
Corporation entitled to vote at meetings of directors, each director of the
Corporation must be a director of Loral in order to be qualified to serve as a
director of the Corporation. Each director of the Corporation shall hold office
until the next annual meeting of shareholders or until such earlier date when he
or she is no longer a director of Loral or until his or her earlier resignation
or removal.

      Section 2. Resignation of Directors. Any director may resign at any time
upon written notice or notice by electronic transmission to the Board of
Directors or to the Chief Executive Officer, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.

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      Section 3. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided, however, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided, further, that if the directors fail to
fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
before such increase. Any person elected to fill a vacancy shall hold office,
subject to the right of removal as hereinbefore provided, until the next annual
election and until his successor is elected and qualifies.

      Section 4. Regular Meetings. The Board of Directors will hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at any time as may be
determined from time to time by resolution of the Board of Directors.

      Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by any three or more members of the Board of Directors, the
Chairman of the Board of Directors or by the Chief Executive Officer or
President.

      Section 6. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at any
other place as is stated in the notice of such meeting. Notice of any special
meeting, and except as the Board of Directors may otherwise determine by
resolution, notice of any regular meeting, will be mailed to each director
addressed to him or her at his residence or usual place of business at least two
(2) days before the day on which the meeting is to be held, or if sent to him or
her at such place by telegraph, cable, electronic transmission or facsimile, or
delivered personally or by telephone, not later than the day before the day on
which the meeting is to be held. No notice of the annual meeting of the Board of
Directors will be required if it is held immediately after the annual meeting of
the stockholders and if a quorum is present.

      Section 7. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum is present, whether the
business or proposed action is stated in the notice of that meeting or not,
unless special notice of such business or proposed action is required by
statute.

      Section 8. Quorum. Two-thirds of the total number of directors authorized
at the time will constitute a quorum. At any meeting at which a quorum is
present, except as otherwise provided in the Corporation's Restated Certificate
of Incorporation, each director shall have one vote and the vote of a majority
of the members present will be the act of the Board of Directors unless the act
of a greater number is specifically required by law or by the Restated
Certificate of Incorporation or these Bylaws. If a quorum shall not be present
at any meeting of the Board of

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Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

      Section 9. Compensation. The directors will receive such compensation and
reimbursement as may be determined by the Board of Directors from time to time.
Members of special or standing committees of the Board of Directors may be
allowed such compensation as may be determined by the Board of Directors for
attending committee meetings. Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity, as an officer,
employee, agent or otherwise, and receiving compensation therefor.

      Section 10. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee of the
Board of Directors, may be taken without a meeting if all members of the Board
of Directors or committee, as the case may be, consent to the action in writing
or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
the Board of Directors or committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

      Section 11. Meetings Through Use of Communications Equipment. Members of
the Board of Directors, or any committee designated by the Board of Directors,
will, except as otherwise provided by law, the Restated Certificate of
Incorporation or these Bylaws, have the power to participate in a meeting of the
Board of Directors, or any committee, by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and this participation will constitute presence
in person at the meeting.

      Section 12. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the Chief Executive Officer, or in
the absence of the Chief Executive Officer by the President or in the absence of
the foregoing persons by a chairman chosen at the meeting. The Secretary, or in
the absence of the Secretary, an Assistant Secretary shall act as secretary of
the meeting, but in the absence of the Secretary and any Assistant Secretary,
the chairman of the meeting may appoint any person to act as the secretary of
the meeting.

                                   ARTICLE IV
                                   COMMITTEES

      Section 1. Committees. The Board of Directors may appoint any committee,
which committee or committees shall hold office for an amount of time and have
powers and perform duties as may from time to time be assigned to them by the
Board of Directors. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.

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      Section 2. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

      Section 3. Committee Rules. Each committee of the Board of Directors may
adopt, amend and repeal rules for the conduct of its business and shall hold its
meetings as provided by such rules, except as may otherwise be provided by a
resolution of the Board of Directors designating such committee.

      Section 4. Resignation and Removal. Any member of a committee may resign
at any time. This resignation will be made in writing or by electronic
transmission and will take effect at the time specified in the resignation, or,
if no time is specified, at the time of its receipt by the Chairman of the Board
of Directors, Chief Executive Officer, President or Secretary. The acceptance of
a resignation will not be necessary to make it effective unless so specified in
the resignation.

            Any member of these committees may be removed at any time, with or
without cause, by the Board of Directors. Any vacancy in a committee occurring
from any cause whatsoever may be filled by the Board of Directors.

      Section 5. Quorum. In the absence of a provision by the Board or a
provision in the rules of such committee to the contrary, a majority of the
members of a committee shall constitute a quorum. The act of a majority of the
members of a committee present at any meeting at which a quorum is present will
be the act of the committee.

      Section 6. Record of Proceedings, etc. Each committee will keep a record
of its acts and proceedings, and will report the same to the Board of Directors
when and as required by the Board of Directors.

      Section 7. Organization, Meetings, Notices, etc. Regular meetings of any
committee may be held without notice at such time and place as may be designated
from time to time by resolution by the committee and communicated to all members
thereof. Special meetings of any committee may be held whenever called by any
committee member. Unless otherwise ordered by the Board of Directors, any notice
of a meeting of a committee may be given by the Secretary of the Corporation or
by the chairman of the committee and will be sufficient if mailed to each member
at his residence or usual place of business at least two (2) days before the day
on which the meeting is to be held, or if sent to him or her at that place by
telegraph, cable, electronic transmission or facsimile, or delivered personally
or by telephone not later than twenty-four (24)

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hours before the time at which the meeting is to be held.

                                    ARTICLE V
                              OFFICERS AND CHAIRMAN

      Section 1. Number. The officers of the Corporation shall be a Chief
Executive Officer, a President, and may include a Chief Financial Officer, one
or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman and a Vice
Chairman of the Board of Directors, each of which, in the Board of Directors'
discretion, may also be an officer of the Corporation. In its discretion, the
Board of Directors may choose not to fill any office for any period as it may
deem advisable, except that the offices of President and Secretary shall be
filled as expeditiously as possible. New offices may be created and filled at
any meeting of the Board of Directors.

      Section 2. Election, Term of Office and Qualifications. The officers,
except as provided in Section 3 of this Article V, will be chosen annually by
the Board of Directors. Each officer will, except as otherwise provided in the
Bylaws, hold office until his successor is chosen and qualified or until his or
her earlier death, incapacity, resignation or removal as hereinafter provided.
Except as otherwise provided by law, any number of offices may be held by the
same person.

      Section 3. Other Officers. Other officers, including one or more
additional Vice Presidents, Assistant Secretaries or Assistant Treasurers, may
from time to time be appointed by the Board of Directors or an officer or
committee of the Corporation vested with such authority, which other officers
shall have powers and perform duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.

      Section 4. Removal of Officers. Any officer of the Corporation may be
removed from office, with or without cause, by the Board of Directors whenever
in its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed, but the election of an officer shall not of itself create
contractual rights.

      Section 5. Resignation. Any officer of the Corporation may resign at any
time. This resignation shall be in writing or by electronic transmission and
take effect at the time specified in the resignation, or if no time is
specified, at the time of its receipt by the Chief Executive Officer, President
or Secretary. The acceptance of a resignation shall not be necessary in order to
make it effective, unless so specified in the resignation.

      Section 6. Filling of Vacancies. A vacancy in any office will be filled by
the Board of Directors or by the authority appointing the predecessor in such
office.

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      Section 7. Compensation. The compensation of the officers will be fixed by
the Board of Directors, or by any committee upon whom power in that regard may
be conferred by the Board of Directors.

      Section 8. Chairman of the Board. The Chairman of the Board of Directors,
if any, will be a director of the Corporation, and should he or she cease to be
a director, he or she shall ipso facto cease to be Chairman. The Chairman of the
Board, if any, will have power to call special meetings of the stockholders or
of the Board of Directors at any time. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present and shall have and may exercise such powers as
may, from time to time, be assigned to him or her by the Board of Directors or
as may be provided by law. A director that is not otherwise an officer of the
Corporation that is elected to be Chairman of the Board of Directors shall not
be deemed an officer of the Corporation by virtue of such election.

      Section 9. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and of the
stockholders at which the Chairman of the Board is not present. The Vice
Chairman of the Board shall have and may exercise such powers as may, from time
to time, be assigned to him or her by the Board of Directors or as may be
provided by law. A director that is not otherwise an officer of the Corporation
that is elected to be Vice Chairman of the Board of Directors shall not be
deemed an officer of the Corporation by virtue of such election. Without
limitation to any other provision in these Bylaws, the Vice Chairman, if any,
shall have (i) full access to all information as the Vice Chairman shall request
relating to the Corporation's business and operations and, following
notification to the Chief Executive Officer, all employees of the Corporation
and its subsidiaries; and (ii) the right to bring any matter to the attention of
the Board of Directors for its consideration.

      Section 10. Chief Executive Officer. The Chief Executive Officer will have
power to call special meetings of the stockholders or of the Board of Directors
at any time. He or she will be the chief executive officer of the Corporation,
and will have the general direction of the business, affairs and property of the
Corporation, and of its several officers, and will have and exercise all the
powers and discharge the duties as usually pertain to the office of Chief
Executive Officer.

      Section 11. President. The President will have power to call special
meetings of the stockholders or of the Board of Directors at any time. He or she
will assist the Chief Executive Officer (and, in the Chief Executive Officer's
absence, act as Chief Executive Officer) in the general direction of the
business, affairs and property of the Corporation, and of its several officers,
and will have and exercise all the powers and discharge the duties as usually
pertain to the office of President, subject to the direction of the Chief
Executive Officer.

      Section 12. Vice Presidents. The Vice Presidents, or any of them, will,
subject to the direction of the Board of Directors, at the request of the Chief
Executive Officer or in the absence of both the Chief Executive Officer and the
President, or in case of their inability to

                                      -9-


perform their duties from any cause, perform the duties of the Chief Executive
Officer and, when so acting, will have all the powers of, and be subject to all
restrictions upon, the Chief Executive Officer. There shall be no duties that
are incident to the office of Vice President, other than those which are
specifically assigned by the Board of Directors, the President or the Chief
Executive Officer.

      Section 13. Chief Financial Officer. Subject to the direction of the Board
of Directors, the Chief Executive Officer and the President, the Chief Financial
Officer shall be responsible for the financial affairs of the Corporation and
will have and exercise all the powers and discharge the duties as usually
pertain to the office of Chief Financial Officer.

      Section 14. Secretary. The Secretary will keep the minutes of all meetings
of the stockholders and all meetings of the Board of Directors and any committee
in books provided for that purpose. Under the supervision of the Chief Executive
Officer and the President, the Secretary shall give, or cause to be given, all
notices required to be given by these Bylaws. The Secretary, or an Assistant
Secretary, shall have authority to affix the corporate seal to any instrument
requiring it and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature. The Assistant Secretary, or if
there be more than one (1), the Assistant Secretaries in the order determined by
the Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors, the
President or the Chief Executive Officer may, from time to time, prescribe. The
Secretary will perform the duties and have all other powers that are incident to
the office of Secretary, or as may from time to time be assigned to him or her
by the Board of Directors, or as are prescribed by these Bylaws.

      Section 15. Treasurer. The Treasurer will have custody of all the funds
and securities of the Corporation which may be delivered into his or her
possession. He or she may endorse on behalf of the Corporation for collection,
checks, notes and other obligations and will deposit the same to the credit of
the Corporation in a depository or depositories of the Corporation, and may sign
all receipts and vouchers for payments made to the Corporation. He or she will
enter or cause to be entered regularly in the books of the Corporation kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the Corporation and whenever required by the Board of Directors will
render statements of the accounts. The Treasurer will perform the duties and
have all other powers that are incident to the office of Treasurer or that are
assigned to him or her by the Board of Directors.

      Section 16. Other Officers, Assistant Officers and Agents. Officers and
assistant officers, other than those whose duties are provided for in these
Bylaws, shall have such authority and perform such duties as may from time to
time be prescribed by resolution of the Board of Directors which is not
inconsistent with these Bylaws.

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                                   ARTICLE VI
                                  CAPITAL STOCK

      Section 1. Issue of Certificates of Stock. Certificates of capital stock
will be in the form approved by the Board of Directors. The certificates will be
numbered in the order of their issue and will be signed by the Chairman of the
Board, or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of
the Corporation or a facsimile of the seal will be impressed or affixed or
reproduced on the certificates, provided, however, that (i) the signature of the
Chairman of the Board, President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer may be facsimile and (ii) if such a
certificate is manually signed by one officer or manually countersigned (a) by a
transfer agent or an assistant transfer agent other than the Corporation or its
employee or (b) by a registrar, other than the Corporation or its employee, any
other signatures on the certificate may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on any certificate or certificates ceases to be an officer of the
Corporation, whether because of death, resignation or otherwise, before that
certificate or certificates are delivered by the Corporation, that certificate
or certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed that certificate or
certificates, or whose facsimile signature or signatures is used thereon have
not ceased to be an officer or officers of the Corporation.

      Section 2. Registration and Transfer of Shares. The shares of capital
stock of the Corporation shall be issued in registered form. The name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by him,
the numbers of the certificates covering such shares and the dates of issue of
such certificates. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the holders thereof in person, or by their
attorneys or legal representatives duly authorized in writing, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment or power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require, and accompanied by any
necessary stock transfer stamps. A record shall be made of each transfer.

      Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any
stock of the Corporation will immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates. The Corporation may issue
a new certificate of stock in the place of any certificate previously issued by
it and alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum and with such surety or sureties as they may require, to
indemnify it against any claim that may be made against it by reason of the
issue of the new certificate and against all other liability in the premises, or
may remit the owner to any remedy or remedies he or she may have under the laws
of the State of Delaware.

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      Section 4. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in the charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

      Section 5. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and the Corporation
may hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or
not the Corporation shall have express or other notice thereof, except as
otherwise provided by law.

                                  ARTICLE VII
                            MISCELLANEOUS PROVISIONS

      Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year unless another fiscal year is fixed by resolution of the Board of
Directors.

      Section 2. Corporate Seal. The corporate seal will be in the form approved
by the Board of Directors and may be altered at its pleasure. The corporate seal
may be used by causing it or a facsimile of the seal to be impressed or affixed
or reproduced or otherwise.

      Section 3. Notices. Subject to the requirements of applicable law, any
notice required to be given by these Bylaws will be sufficient if given by (i)
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled to the notice at his or her address, as the
same appears upon the books of the Corporation, (ii) telegraphing or cabling the
same to that person at that address, (iii) electronically transmitting to an
email address designated upon the books of the Corporation, if any, (iv)
facsimile transmission to a number designated upon the books of the Corporation,
if any, or (v) any other lawful means; and the notice will be deemed to be given
at the time it is mailed, telegraphed, cabled, electronically transmitted, sent
by facsimile or sent by such other lawful means.

      Section 4. Waiver of Notice. Any director may at any time, by writing or
by telegraph, cable, electronic transmission, or facsimile transmission, waive
any notice required to be given under these Bylaws. If any director is present
at any meeting his or her presence will constitute a waiver of notice, unless
the director attends the meeting for the express purpose of

                                      -12-


objecting at the beginning of the meeting to holding the meeting because the
meeting is not lawfully called or convened.

      Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation will be signed by an officer or officers, or agent or agents of
the Corporation, and in such manner, as will from time to time be designated by
resolution of the Board of Directors.

      Section 6. Deposits. All funds of the Corporation will be deposited from
time to time to the credit of the Corporation in a bank or banks, trust
companies or other depositories as the Corporation may select, and, for the
purpose of the deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by agents of the Corporation as the Board of Directors, the Chief Executive
Officer or the President may authorize for that purpose.

      Section 7. Voting Securities of Other Entities. Except as otherwise
ordered by the Board of Directors, any of the Chief Executive Officer, the
President and the Treasurer shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the holders of
securities of any entity of which the Corporation is a securityholder, and to
execute a proxy to any other person to represent the Corporation at any meeting,
and at any meeting of the holders of securities of any entity of which the
Corporation is a securityholder. The Chief Executive Officer, the President or
the Treasurer or the holder of any proxy, as the case may be, will possess and
may exercise any and all rights and powers incident to ownership of the security
which the Corporation might have possessed and exercised if present. The Board
of Directors may from time to time confer like powers upon any other person or
persons.

      Section 8. Inconsistent Provisions. In the event that any provision of
these Bylaws is or becomes inconsistent with any provision of the Restated
Certificate of Incorporation, the DGCL or any other applicable law, the
provision of these Bylaws shall not be given any effect to the extent of such
inconsistency but shall otherwise be given full force and effect.

      Section 9. References. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

                                  ARTICLE VIII
                                   AMENDMENTS

            Except as otherwise provided herein, these Bylaws may be altered,
amended, or repealed or new Bylaws may be adopted by the Board of Directors at
any regular meeting of the Board of Directors or at any special meeting of the
Board of Directors, whether the proposed

                                      -13-


alteration, amendment, repeal or addition is stated in the notice of that
meeting or not, unless special notice of such alteration, amendment, repeal or
addition is required by statute.

Dated: November 21, 2005

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