AMENDED
AND RESTATED
BYLAWS

DOLLAR RENT A CAR, INC.

(an Oklahoma corporation)

In accordance with a resolution adopted by the Board of Directors on April 1, 2003, the Bylaws of Dollar Rent A Car, Inc., are hereby amended further in accordance with Article XIV, Section 14.1 Amendment by Board of Directors.

RECITALS:

A. The Bylaws of the Corporation were adopted on December 2, 2002, pursuant to a Unanimous Consent of the Board of Directors of Dollar Rent A Car, Inc. (the “Original Bylaws”); and

B. The Board of Directors of the Corporation deem it advisable that the Bylaws of the Corporation be amended as provided in this Amendment.

The Bylaws are hereby amended as follows:

1. Article IV, Section 4.3 of the Bylaws is hereby deleted in its entirety and replaced with the following:

Section 4.3. Election of Officers. The Directors shall elect at their first meeting, and each subsequent annual meeting of the shareholders, the following officers of the Corporation for a term of one year or until their successors are elected and qualified even though their tenure of office may thereby exceed one year: A President and a Secretary. The Board of Directors may elect the following additional officers: A Chairman, Vice-Chairman, Treasurer, and one or more Executive Vice Presidents, Vice Presidents, Chief Financial Officer, Assistant Secretaries, Assistant Treasurers and Assistant Chief Financial Officers.

A Chairman, if so appointed by the Board of Directors, shall serve as the Chief Executive Officer of the Corporation. If no Chairman is appointed by the Board of Directors, then the President shall serve as the Chief Executive Officers of the Corporation.

and perform such duties as shall be determined or assigned from time to time by the Board of Directors. The officers of the Corporation shall have specific control of the management and administration of the affairs, property, business and operation of the Corporation subject only to the general control of the Board of Directors and such matters as are governed by law or these Bylaws.

2. Article V, Section 5.6 of the Bylaws is hereby deleted in its entirety and replaced with the following:

Section 5.6.1 Executive Vice Presidents. Each Executive Vice President shall have such powers and perform such duties as may from time to time be assigned to such office by these Bylaws or the Board of Directors.

Section 5.6.2 Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to such office by these Bylaws or the Board of Directors.

3. Article V, Sections 5.9 through Section 5.12 are hereby deleted in their entirety and replaced with the following:

Section 5.9 Chief Financial Officer. The Chief Financial Officer shall have such powers and perform such duties as may from time to time be assigned to such office by these Bylaws or the Board of Directors.

Section 5.10 Assistant Secretaries. The Assistant Secretary(ies) in the order of their seniority shall, in the absence or disability of the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties of the Secretary and exercise all powers conferred upon and be subject to all the restrictions imposed upon the Secretary. The Assistant Secretary(ies) shall perform such other duties and have such other powers as from time to time may be prescribed to them, or any of them, by the Secretary or by the Board of Directors.

Section 5.11 Assistant Treasurers. The Assistant Treasurer(s), in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, subject to the limitations thereon, and shall perform such other duties as the Treasurer or the Board of Directors may from time to time prescribe.

Section 5.12 Assistant Chief Financial Officer. The Assistant Chief Financial Officer(s), in the order of their seniority shall, in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, subject to the limitations thereon, and shall perform such other duties as the Chief Financial Officer or the Board of Directors may from time to time prescribe.

Section 5.13 Compensation of Officers. The compensation of officers and agents of the Corporation shall be fixed from time to time by the Board of Directors, including all salaries and bonuses as may be paid to such officers in the discretion of the Board of Directors. No officers shall be prevented from receiving a salary by reason of the fact that he or she is also a Director of the Corporation.

Section 5.14 Reports of Officers. All officers shall render written and detailed reports of all business transacted by them. Such reports shall be rendered at the annual shareholders meeting and at any Directors meeting, when requested by the Directors.

4. Except as specifically amended hereby, the Bylaws shall continue in full force and effect.

CERTIFICATE

I, the undersigned Secretary of the Corporation, do hereby certify that the foregoing is a true and complete copy of the Amendment to Bylaws of Dollar Rent A Car, Inc.

IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of DTG Operations, Inc., this 1st day of April, 2003.

	/s/ Vicki J. Vaniman
	Vicki J. Vaniman, Secretary
(Seal)

TABLE OF CONTENTS

ARTICLE I NAME OF CORPORATION			1

ARTICLE II OFFICES			1

ARTICLE III SHAREHOLDER MEETINGS			1
	SECTION 3.1	Annual Meeting	1
	SECTION 3.2	Special Meetings	2
	SECTION 3.3	Notices of Meetings	2
	SECTION 3.4	Closing of Transfer Books or Setting of Record Date	3
	SECTION 3.5	Voting Lists	3
	SECTION 3.6	Quorum	3
	SECTION 3.7	Proxies	3
	SECTION 3.8	Voting of Shares	4
	SECTION 3.9	Voting for Election of Directors	5
	SECTION 3.10	Consent of Absentees	5
	SECTION 3.11	Informal Action by Shareholders	5
	SECTION 3.12	Inspectors of Election	5

ARTICLE IV BOARD OF DIRECTORS			6
	SECTION 4.1	General Powers	6
	SECTION 4.2	Number, Tenure and Qualifications	6
	SECTION 4.3	Election of Officers	6
	SECTION 4.4	Regular Meetings	7
	SECTION 4.5	Special Meetings	7
	SECTION 4.6	Notice	7
	SECTION 4.7	Quorum	7
	SECTION 4.8	Vacancies	7
	SECTION 4.9	Compensation	8
	SECTION 4.10	Presumption of Assent	8
	SECTION 4.11	Standing or Temporary Committees	8
	SECTION 4.12	Other Powers	8
	SECTION 4.13	Informal Action by Directors	8
	SECTION 4.14	Removal of Directors	9

ARTICLE V OFFICERS			9
	SECTION 5.1	Officers of the Corporation	9
	SECTION 5.2	Removal	9
	SECTION 5.3	Vacancies	9
	SECTION 5.4	Chairman of the Board of Directors	9
	SECTION 5.5	President	9
	SECTION 5.6	Vice President	10
	SECTION 5.7	Secretary	10
	SECTION 5.8	Treasurer	10
	SECTION 5.9	Assistant Secretaries	11
	SECTION 5.10	Assistant Treasurers	11

	SECTION 5.11	Compensation of Officers	11
	SECTION 5.12	Reports of Officers	12

ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS			12
	SECTION 6.1	Contracts	12
	SECTION 6.2	Loans	12
	SECTION 6.3	Checks, Drafts, Etc.	12
	SECTION 6.4	Deposits	12

ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER			12
	SECTION 7.1	Certificates for Shares	12
	SECTION 7.2	Transfer of Shares	13
	SECTION 7.3	Regulations	13

ARTICLE VIII FISCAL YEAR			13

ARTICLE IX DIVIDENDS AND FINANCE			13
	SECTION 9.1	Dividends	13
	SECTION 9.2	Distribution of Profits	13

ARTICLE X CORPORATE SEAL			14

ARTICLE XI BOOKS AND RECORDS			14
	SECTION 11.1	Maintenance of Books and Records	14
	SECTION 11.2	Annual Shareholders Report	14

ARTICLE XII NOTICES			14
	SECTION 12.1	Form and Manner of Notice	14
	SECTION 12.2	Waiver of Notice	15

ARTICLE XIII INDEMNIFICATION AND INSURANCE			15
	SECTION 13.1	Right to Indemnification	15
	SECTION 13.2	Right of Claimant to Bring Suit	16
	SECTION 13.3	Non-Exclusivity of Rights	16
	SECTION 13.4	Insurance	16

ARTICLE XIV AMENDMENT OF BYLAWS			16
	SECTION 14.1	Amendment by Board of Directors	16
	SECTION 14.2	Amendment by Shareholders	16

BYLAWS

DOLLAR RENT A CAR, INC.

ARTICLE I

NAME OF CORPORATION

This Corporation shall be known as Dollar Rent A Car, Inc.

ARTICLE II

OFFICES

The principal office and place of business of this Corporation shall be in the City of Tulsa, County of Tulsa, Oklahoma.

The Corporation may have such other offices, either within or without the State of Oklahoma, at such other places as the Board of Directors may from time to time designate or as the business of the Corporation may require.

ARTICLE III

SHAREHOLDER MEETINGS

SECTION 3.1 Annual Meeting. The annual meeting of shareholders of the Corporation shall be held each year on the third Thursday of January at 10:00 A.M. at the principal office of the Corporation. The Board of Directors may change the time, date or place of the annual meeting provided that any such change shall be conspicuously stated in the notice and call of the annual meeting or in a duly executed waiver of notice thereof.

If the date set for the annual meeting shall be a legal holiday in the State of Oklahoma, the annual meeting shall be held at 10:00 A.M. on the next succeeding business day. If the election of Directors is not held during the shareholders meeting on the day designated herein as the day of the annual shareholders meeting, or at any continuation of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders called pursuant to the provisions of these Bylaws as soon thereafter as said meeting may conveniently be held.

The order of business at the annual meeting of shareholders shall be as follows:

(1) Calling meeting to order.

(2) Proof of notice of meeting.

(3) Reading minutes of last previous annual meeting.

(4) Reports of officers.

(5) Reports of committees.

(6) Election of Directors.

(7) Such miscellaneous business as may come or be properly brought before the meeting.

SECTION 3.2 Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or the Certificate of Incorporation, may be called for any purpose or purposes by the Chairman of the Board of Directors, or the President, or in their absence, by any Vice President, or by a majority of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the President or the Secretary upon the request in writing of a majority of the Board of Directors or at the request in writing of the shareholders owning a majority of the number of shares of the outstanding stock of the Corporation entitled to vote at such meeting. Such requests by the Board of Directors or the shareholders shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects or purposes stated in the call; PROVIDED, HOWEVER, notice of any special meeting and notice of the consideration of business other than that stated in the call may be waived in writing by any shareholder and will be considered as waived by each shareholder attending such special meeting.

The Board of Directors, unless otherwise prescribed by statute or the Certificate of Incorporation, may designate any place, either within or without the State of Oklahoma, as the place of meeting for any special meeting of the shareholders called by the Board of Directors. If no designation of the place of any such special meeting is made or if a special meeting is called by any party or group other than the Board of Directors, the place of such special meeting shall be at the principal office of the Corporation.

SECTION 3.3 Notices of Meetings. Notice of any annual or special meeting may be written or printed and shall state the place, date, hour and purpose or purposes thereof. Notice of any annual or special meeting must be given by the Secretary of the Corporation to each shareholder of record and shall be deemed satisfactorily given if delivered in person to any shareholder of record or if mailed to any such shareholder not less than 10 days nor more than 60 days preceding the date of any such annual meeting. If mailed, such notice shall be deemed to be delivered when received, refused, or as of the first attempted date of delivery if unclaimed, when deposited in any United States Post Office as registered or certified mail, return receipt requested, postage prepaid, addressed to the shareholders’ last known mailing address as it appears on the shareholder’s ledger of the Corporation. Notice of any annual or special meeting may be waived in writing by any shareholder and will be deemed waived by each shareholder attending such annual or special meeting.

SECTION 3.4 Closing of Transfer Books or Setting of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any continuation thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividends or other distribution or allotment of any rights, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation shall have the power to close the stock transfer books for a stated period of time not to exceed, in any case, 60 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may set in advance a record date as the date for any such determination of shareholders, such date in no case to be more than 60 days, and in the case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. Only such shareholders as shall be shareholders of record on the record date so set or the date the stock transfer books are closed shall be entitled to notice of, and to vote at, such meeting or any continuation thereof, or to receive payment of any dividends or allotment of any rights or to exercise such rights, or to give such consent, as the case may be. If the stock transfer books are not closed and/or no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, or for any other lawful purpose, the date next preceding the date on which notice of the meeting is given, or the date on which a resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall also apply to any continuation thereof.

SECTION 3.5 Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any continuation thereof, arranged in alphabetical order with the address of and the number of shares held by each shareholder entitled to vote. Such list shall be kept on file either at the place the meeting is to be held, such place to be specified in the notice of the meeting, at the registered office of the Corporation for a period of 10 days prior to such meeting and shall be open to inspection by any shareholder for any purpose germane to the meeting at any time during normal business hours during such 10 day period. Such list shall also be produced and kept open at the time and place of the meeting and shall be open to inspection by any shareholder during the duration of the meeting for any purpose germane to the meeting. The original and current stock transfer book shall be prima facie evidence of which shareholders are entitled to examine such list or transfer books or to vote at any meeting of shareholders.

SECTION 3.6 Quorum. The holders of a majority of the issued and outstanding shares (not including treasury shares) of the Corporation entitled to vote at such meeting, if represented in person or by proxy, shall constitute a quorum at any meeting of shareholders except as otherwise provided by statute or by the Certificate of Incorporation.

SECTION 3.7 Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote or give his, her or its consent by proxy executed in writing by such shareholder or

by his, her or its duly authorized attorney in fact. Such proxy shall and must bear a date not more than 10 days prior to said meeting, and must be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 3.8 Voting of Shares. Each shareholder with voting power is entitled to one vote in person or by proxy for each share of stock held in its, his or her name on the books of the Corporation on the date the transfer books are closed or on the record date, whichever is applicable, as provided and established in Section 3.4 above. Such vote may be by a voice vote, or any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting, and the number of shares voted by it, him or her, and if such ballot be cast by proxy, the name of such proxy. All corporate questions and matters voted upon shall be decided by majority vote of the shareholders entitled to vote constituting a quorum and voting on such question or matter.

SECTION 3.8.1 Voting Shares of Certain Holders. Shares held in the name of another corporation may be voted by any such officer, agent or proxy as the Bylaws of such corporation may designate, or, in the absence of any such provision, as the Board of Directors of such corporation may designate. Written authority for any such designated officer, agent or proxy to vote on behalf of such other corporation must be presented to the Secretary at or prior to the time of any meeting at which such shares shall be voted.

Shares held by an administrator, executor, guardian or conservator may be voted by him, her or it either in person or by proxy, without a transfer of such shares into his, her or its name. Shares held in the name of a trustee may be voted by him, her or it, either in person or by proxy, but no trustee shall be entitled to vote shares held without a transfer of such shares into his, her or its name.

Shares held in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his, her or its name if the authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

Shares held in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, unless the Secretary is furnished written notice to the contrary with a copy of the instrument or order appointing or creating the relationship by which such notifying joint holder is authorized to act, shall be voted as follows: (i) if one joint holder votes, his act binds all; or (ii) if more than one joint holder votes, the act of the majority voting binds all; or (iii) if more than one joint holder votes but the vote is evenly split on any particular matter, each faction may vote the security in question proportionally, or any person or entity voting the shares may apply to the district court to appoint an additional person to act with the persons or entities so voting the shares, which shall then be voted as determined by a majority of such persons or entities and the person appointed. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest.

SECTION 3.9 Voting for Election of Directors. Unless otherwise provided by law, every shareholder entitled to vote at each election of Directors shall have the right, either in person or by proxy, to vote the total number of shares owned by him, her or it for each Director’s position to be filled on the Board of Directors. There shall be no cumulative voting privileges nor shall the shareholders be required to distribute their votes among any number of candidates pursuant to the cumulative voting principle. Election of Directors shall be decided by a majority vote of the shareholders entitled to vote constituting a quorum and voting on such matter.

SECTION 3.10 Consent of Absentees. No defect in the calling or giving notice of a shareholders meeting will affect the validity of any action at the meeting if a quorum of shareholders, as determined by Section 3.6 herein, was present and if each shareholder not present in person or by proxy and who was adversely affected by such defect signs a written waiver of notice or a written consent to the calling of the meeting, and any such waivers, consents or approvals are filed with the corporate records or made a part of the minutes of the meeting.

SECTION 3.11 Informal Action by Shareholders. Unless otherwise provided by law or by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the shareholders, or any other action which may be taken at any such annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

SECTION 3.12 Inspectors of Election. One or more inspectors of election shall be appointed by the Board of Directors before or at each meeting of the shareholders of the Corporation at which an election of Directors shall take place; provided that if no such appointment shall have been made, or if any of the inspectors appointed by the Board of Directors shall refuse to act at or fail to attend such meeting or continuation thereof, then the appointment of the remaining number of inspectors necessary shall be made by the presiding officer at the meeting. The inspectors shall receive and take charge of all proxies and ballots, and shall decide all questions regarding the qualification of voters, the invalidity of proxies and acceptance and rejection of votes. In case of a tie vote by the inspectors on any questions, the presiding officer shall cast the deciding vote. It shall be the duty of such inspectors after any such valid election of Directors to certify under their hands to the Secretary of the Corporation the results of such election and the names of the Directors-elect. The inspectors of election, at the request of the Chairperson of such meeting shall act as inspectors and tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 4.1 General Powers. The management and administration of all of the affairs, property and business of the Corporation shall be vested in a Board of Directors, such Board being authorized to exercise all powers of the Corporation and take all lawful actions as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 4.2 Number, Tenure and Qualifications. The number of Directors of the Corporation shall be not less than one nor more than five persons who shall be elected by a plurality vote at the annual meeting of the shareholders for a term of one year each; provided, that each Director shall hold office until his successor is elected and qualified even though his or her tenure of office may thereby exceed one year.

The number of Directors of the Corporation may at any time be increased or decreased by the affirmative vote of a majority of the Directors, though less than a quorum, at any regular or special meeting of Directors if notice of such special meeting contains a statement of the proposed change in the number of Directors, or by the vote of a majority of shareholders entitled to vote at any regular or special meeting of shareholders if the notice of such meeting contains a statement of the proposed change in the number of Directors. In case of any such increase in the number of Directors, such additional Directors shall hold office until their successors are duly elected and qualified at the next annual or other valid election of Directors. It shall not be a requirement for the office of Director that such person be a shareholder of the Corporation.

SECTION 4.3 Election of Officers. The Directors shall elect at their first meeting, and each subsequent annual meeting of the shareholders, the following officers of the Corporation for a term of one year or until their successors are elected and qualified even though their tenure of office may thereby exceed one year: A President and a Secretary. The Board of Directors may elect the following additional officers: A Chairman, Vice-Chairman, Treasurer, and one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

The President may be a member of the Board of Directors and any other officers selected by the Directors may hold a position on the Board of Directors of the Corporation. The Board of Directors may appoint or elect such other officers and agents as they deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined or assigned from time to time by the Board of Directors. The officers of the Corporation shall have specific control of the management and administration of the affairs, property, business and operation of the Corporation subject only to the general control of the Board of Directors and such matters as are governed by law or these Bylaws.

SECTION 4.4 Regular Meetings. An annual meeting of the Board of Directors shall be held, without any notice other than these Bylaws, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution for the holding of additional meetings without any further notice other than by such resolution setting forth the date, time, place and business to be transacted at such additional meeting. The Board of Directors of the Corporation may hold such meetings either within or without the State of Oklahoma.

SECTION 4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or the President, or in their absence, by any Vice President, or by any two Directors (unless the Corporation has at that time less than three Directors in which event the request of only one Director shall be required) on at least three days prior written notice to each Director as provided in Section 4.6 below. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time and place for holding any such special meeting of the Board of Directors called by them. The Board of Directors of the Corporation may hold such meetings either within or without the State of Oklahoma.

SECTION 4.6 Notice. Notice of any special meeting of the Board of Directors shall be given at least 10 days prior thereto by written notice delivered either personally or mailed to each Director at his or her address appearing on the books of the Corporation, or by telegram. Such notice shall set forth the date, time, place, purpose and the business to be transacted at such special meeting. If mailed, such notice shall be deemed to be delivered when received, refused, or as of the first attempted date of delivery if unclaimed, when deposited with the United States Postal Service properly addressed, as registered or certified mail, return receipt requested, postage prepaid thereon. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting and the attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director specially attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 4.7 Quorum. A majority of the number of Directors fixed by Section 4.2 of this Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 4.8 Vacancies. Any vacancy occurring in the Board of Directors, caused by any increase in the number of Directors, or resulting from the death, resignation, disqualification, removal or other cause, shall be filled by the affirmative vote of a majority of the remaining Directors, even though such remaining Directors may constitute less than a quorum of the Board of Directors, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected and immediately qualified for the remainder of the term of his predecessor in office and until his successor is elected and qualified. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by an election at the annual meeting of the shareholders or at a special meeting of the shareholders called for that specific purpose.

SECTION 4.9 Compensation. By resolution of the Board of Directors, the Directors may be paid the expenses they incur, if any, in attending any meeting of the Board of Directors, and may by resolution be paid a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving full compensation therefore.

SECTION 4.10 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have consented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately, and not more than five days after the adjournment of the meeting. Such right to dissent to any particular action shall not apply to a Director who voted in favor of such action.

SECTION 4.11 Standing or Temporary Committees. Standing or Temporary Committees may be appointed from its own number from time to time by resolution or resolutions passed by a majority of the Board of Directors, and the Board of Directors may from time to time invest such committees with such power as it may see fit, subject to such conditions as may be prescribed by such Board of Directors and subject to the Certificate of Incorporation, these Bylaws and applicable statutes. An Executive Committee may be appointed by a resolution passed by a majority of the whole Board of Directors, and such Executive Committee shall have all the powers provided by statute, except as specifically limited by the Board of Directors. All committees so appointed shall consist of one or more Directors of the Corporation and shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board of Directors at its next meeting whether special or annual. All committees appointed as specified herein may hold meetings either within or without the State of Oklahoma. A member of any duly appointed Standing or Temporary Committee may be paid the expenses incurred by such member, if any, in attending any regularly called meeting of such Committee and may be paid, upon authorization by the Board of Directors, a fixed sum for attendance at each meeting of such Committee. No such payment shall preclude any member thereof from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 4.12 Other Powers. In addition to the powers and authorities expressly conferred upon them by the provisions of these Bylaws, the Board of Directors may exercise all such powers of the Corporation and take all such lawful actions as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 4.13 Informal Action by Directors. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors, or of any Committees thereof, may be taken without a meeting if a consent in writing setting forth the action so taken shall be promptly signed by all of the members of the Board of Directors, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or such committee of the Corporation.

SECTION 4.14 Removal of Directors. The entire Board of Directors, or any individual Director, may be removed from office in the manner provided by law or these Bylaws. Any Director may be removed at any time with or without cause by a majority vote of the shareholders entitled to vote for the election of such Director at any regular meeting of shareholders or any special meeting called for such purpose. Upon such removal of a Director, the shareholders entitled to vote thereon shall elect a Director to replace such removed Director at the same shareholders’ meeting at which such removal took place or at a subsequent shareholders’ meeting. Removal of a Director shall be without prejudice to his or her contract rights, if any.

ARTICLE V

OFFICERS

SECTION 5.1 Officers of the Corporation. The officers of the Corporation shall be those designated in Section 4.3 of Article IV above. The election and term of office of such officers shall be as provided in said Section 4.3 of Article IV above. If the election of officers is not held at the first meeting of Directors or after the annual meeting of shareholders, such election shall be held as soon thereafter as may be convenient. Each officer, whether elected or appointed, shall hold office until his or her successor shall be duly elected and qualified or until his or her death, resignation or removal in the manner hereinafter provided.

SECTION 5.2 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed for cause or without cause by the affirmative vote of a majority of all members of the Board of Directors then in office whenever, in the judgment of said Board, the best interests of the Corporation would be served thereby; provided that such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5.3 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the remaining term of such office until a successor shall have been duly elected and qualified, by an election of the Board of Directors, as provided in Section 4.3 of Article IV above, at any regular or special meeting of the Directors.

SECTION 5.4 Chairman of the Board of Directors. The Chairman of the Board of Directors, if one is elected and qualified, or, in the absence of the Chairman, a Vice-Chairman, if one is chosen, shall preside at all meetings of shareholders and Directors and shall have and perform all other duties as may be prescribed by the Board of Directors.

SECTION 5.5 President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall, in general, supervise, manage and control all of the business and affairs of the Corporation. In the absence of the Chairman or any Vice-Chairman of the Board of Directors, the President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. The President may sign, on behalf of the Corporation and under the seal of the Corporation, and in conjunction with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors or by law to so sign, certificates for shares of the Corporation, and any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed;

provided, however, the foregoing shall not apply to instances in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex-officio member of all Standing or Temporary Committees and shall be responsible for carrying into effect all orders and resolutions of the Board of Directors and shareholders as required or directed or as good business judgment dictates.

SECTION 5.6 Vice President. The Vice Presidents, in the order designated by the Board of Directors, shall exercise the functions of the President during the absence or disability of the President and of the Chairman of the Board of Directors. Each Vice President shall have such powers and discharge such duties as may be prescribed from time to time by the President or by the Board of Directors.

SECTION 5.7 Secretary. The Secretary shall:

(a) If invited by the Board of Directors, attend meetings of the Board of Directors and meetings of the shareholders and file and keep the minutes of the shareholders’ meetings and of the Board of Directors meetings in one or more books provided for that purpose;

(b) Keep and file the minutes of meetings of any committees of Directors and all other corporate resolutions and documents in one or more books provided for such purpose;

(d) Be the custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents duly authorized to be executed on behalf of the Corporation under the Corporate seal;

(e) Keep and maintain a register of the post office address of each shareholder, which shall be furnished to the Secretary by such shareholder;

(f) Have general charge of the stock transfer books of the Corporation; and

(g) In general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be prescribed by the President or by the Board of Directors, including, without limitation, performance of business development duties on behalf of the Corporation.

SECTION 5.8 Treasurer. The Treasurer, if one is chosen or if not, the Secretary shall:

(a) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. Such bond shall further ensure the restoration to the Corporation of all books, papers vouchers, money and other property of whatever kind belonging to the Corporation and in the possession or under the control of the Treasurer’s (or Secretary’s, as the case may be) in case of the Treasurer’s (or Secretary’s, as the case may be) death, resignation, retirement or removal from office;

(b) Have charge and custody of and be responsible for all monies, bonds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever and promptly deposit all such monies and valuables in the name of and for the credit of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of these Bylaws;

(c) Disburse all funds of the Corporation in payment of the just and lawful demands against the Corporation, or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements;

(d) Keep and render to the Board of Directors from time to time, as may be required of him or her, a full and accurate accounting of all his or her transactions as Treasurer and of the financial condition of the Corporation; and

(e) In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President or by the Board of Directors.

SECTION 5.9 Assistant Secretaries. The Assistant Secretary(ies) in the order of their seniority shall, in the absence or disability of the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties of the Secretary and exercise all powers conferred upon and be subject to all the restrictions imposed upon the Secretary. The Assistant Secretary(ies) shall perform such other duties and have such other powers as from time to time may be prescribed to them, or any of them, by the Secretary or by the Board of Directors.

SECTION 5.10 Assistant Treasurers. The Assistant Treasurer(s), in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, subject to the limitations thereon, and shall perform such other duties as the Treasurer or the Board of Directors may from time to time prescribe.

SECTION 5.11 Compensation of Officers. The compensation of officers and agents of the Corporation shall be fixed from time to time by the Board of Directors, including all salaries and bonuses as may be paid to such officers in the discretion of the Board of Directors. No officers shall be prevented from receiving a salary by reason of the fact that he or she is also a Director of the Corporation.

SECTION 5.12 Reports of Officers. All officers shall render written and detailed reports of all business transacted by them. Such reports shall be rendered at the annual shareholders meeting and at any Directors meeting, when requested by the Directors.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 6.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any lawful contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or limited to specific instances and/or actions.

SECTION 6.2 Loans. No loan, surety or guarantee shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by resolution of the Board of Directors. Such authority may be general or limited to specific instances and/or actions.

SECTION 6.3 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 shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as from time to time may be determined by resolution of the Board of Directors.

SECTION 6.4 Deposits. All funds, securities and other valuables of the Corporation not otherwise employed shall be promptly deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 7.1 Certificates for Shares. Certificates representing the shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors. Such Certificates shall be signed by the President and by the Secretary, or by such other officers authorized to do so by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued shall be entered on the stock transfer books of the Corporation together with the number of shares and the date of issuance. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled; provided that in case of an allegedly lost, destroyed or mutilated certificate, a replacement certificate may be issued therefore upon written affidavit of that fact and written request signed by the shareholder entitled to possession of such certificate and upon such terms and indemnity to the Corporation as the Board of Directors may require.

SECTION 7.2 Transfer of Shares. The transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation upon surrender or cancellation of the certificate for such shares by the holders of record thereof in person or by their duly authorized attorney or legal representative. The person desiring to transfer such shares shall furnish proper evidence of authority to transfer such shares, or act through an attorney authorized to so transfer such shares by a Power of Attorney duly executed and filed with the Secretary of the Corporation. The person in whose name shares are listed in the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes unless otherwise limited by these Bylaws. Notwithstanding any provision hereof, the Corporation shall not be bound to recognize any equitable or other interest in any share on the part of any other person whether or not it shall have express or other notice thereof except as expressly provided by the laws of the State of Oklahoma. The transferee of any transfer of shares shall be deemed to consent to and to have full notice of the Bylaws of the Corporation to the same extent as if such transferee had signed a written assent thereto.

SECTION 7.3 Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem appropriate or necessary concerning the issue, transfer, conversion and registry of certificates for shares of the capital stock of the Corporation which are not inconsistent with the laws of the State of Oklahoma, the Certificate of Incorporation of this Corporation and these Bylaws.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year. Notwithstanding the provisions of Section 14.1 of Article XIV of these Bylaws, this Article shall be deemed automatically amended by any resolution of the Board of Directors designating the fiscal year of this Corporation.

ARTICLE IX

DIVIDENDS AND FINANCE

SECTION 9.1 Dividends. The Board of Directors may, at any regular or special meeting and from time to time when earned, declare dividends on the Corporation’s outstanding shares by resolution of the Board of Directors and in the manner and upon the terms and conditions provided by law, subject to the conditions and limitations imposed by the Certificate of Incorporation of the Corporation. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

SECTION 9.2 Distribution of Profits. Before payment of any dividend or making any distribution of profits, there may be set aside out of any of the funds of the Corporation available for dividends, such sum or sums as the Directors, from time to time in their absolute discretion, deem advisable or expedient, as a reserve or reserves to meet contingencies or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for the payment of any employee bonuses, or for working capital, depreciation,

losses in value or for any other proper corporate purpose the Directors deem conducive in their sole judgment to the best interests of the Corporation, and any profits of any year not distributed as dividends shall be deemed to have been thus set apart until otherwise disposed of by the Board of Directors. The Board of Directors may increase, decrease or abolish any such reserve or reserves at any time in the manner in which such reserve or reserves were created.

ARTICLE X

CORPORATE SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state in which the Corporation was incorporated and the words “Corporate Seal.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer.

ARTICLE XI

BOOKS AND RECORDS

SECTION 11.1 Maintenance of Books and Records. All books, accounts and records of the Corporation, unless otherwise required by law or authorized by the Board of Directors, shall be kept in the principal office of the Corporation and shall be open to inspection by the Directors and shareholders of the Corporation at any reasonable time or times.

SECTION 11.2 Annual Shareholders Report. An annual report to shareholders, which will include annual financial statements audited by the Corporation’s independent accounting firm, may be presented.

ARTICLE XII

NOTICES

SECTION 12.1 Form and Manner of Notice. Whenever the provisions of the Certificate of Incorporation or these Bylaws or the laws of the State of Oklahoma require notice to be given to any Director, officer or shareholder, such provision shall not be construed to require personal notice unless expressly so stated. Such required notice shall be deemed sufficient if given in writing when received, refused, or as of the first attempted date of delivery if unclaimed, when mailed with the United States Postal Service in a sealed wrapper, certified or registered mail, postage prepaid, addressed to such Director, officer, shareholder or other person entitled thereto, at his or her address as listed in the books of the Corporation unless otherwise provided by these Bylaws. The date of the giving of such notice shall be deemed to be the date upon which such notice is received, as set forth above. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.

SECTION 12.2 Waiver of Notice. Unless otherwise provided by law, whenever any notice is required to be given to any shareholder, officer or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Certificate of Incorporation or under any applicable law, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

INDEMNIFICATION AND INSURANCE

SECTION 13.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of this Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee or agent or in any other capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Oklahoma General Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) (hereinafter the “Act”), against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of his or her heirs, legal and personal representatives; provided, however, that, except as provided in Section 13.2 of this Article XIII, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such indemnification in connection with a proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred hereby shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act requires the payment of such expenses incurred by a Director or officer in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such person while a Director or officer including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, payment shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified hereby or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers.

SECTION 13.2 Right of Claimant to Bring Suit. If a claim under Section 13.1 of this Article XIII hereof is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 13.3 Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred hereby shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, law, provision of the certificate of incorporation, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise.

SECTION 13.4 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Act.

ARTICLE XIV

AMENDMENT OF BYLAWS

SECTION 14.1 Amendment by Board of Directors. The Board of Directors shall have the power to make, amend, alter or repeal these Bylaws, or adopt new Bylaws, by the affirmative vote of a majority of the Directors at any regular or special meeting of the Board of Directors.

SECTION 14.2 Amendment by Shareholders. The shareholders, by affirmative vote of the shareholders representing a majority of the stock issued and outstanding and entitled to vote, may make, alter, amend or repeal these Bylaws or adopt new Bylaws without notice at any annual meeting.