<PAGE>

                                                                     EXHIBIT 3.5

                             ARTICLES OF AMENDMENT
                                      TO
                           THE AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                        CONVERGENT COMMUNICATIONS, INC.

                         Pursuant to the Provisions of
               Section 7-106-102 of the Business Corporation Act
                           of the State of Colorado

            CONVERGENT COMMUNICATIONS, INC., a corporation organized and
existing under the laws of the State of Colorado, hereby certifies that,
pursuant to authority contained in its Amended and Restated Articles of
Incorporation and in accordance with Section 7-106-102 of the Business
Corporation Act of the State of Colorado, the Board of Directors of the
Corporation on April 17, 2000, duly adopted the following resolution without
shareholder action, such shareholder action not being required:

            RESOLVED, that pursuant to authority expressly granted by the
Amended and Restated Articles of Incorporation of Convergent Communications,
Inc., a Colorado corporation (the "Corporation"), the Board of Directors hereby
creates and authorizes the issuance of a series of the preferred stock, no par
value, of the Corporation, to consist of one hundred seventy-five thousand
(175,000) shares, and hereby fixes the designation, dividend rights, voting
powers, rights on liquidation or dissolution and other preferences and relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions of the shares of such series (in addition to any thereof set forth
in the Corporation's Amended and Restated Articles of Incorporation that are
applicable to the Corporation's preferred stock of all series) as follows:


Section 1.  Designation; Original Issuance; Status of Reacquired or Converted
            Shares.

            1.1  The designation of the series of the preferred stock, no par
value, of the Corporation authorized hereby is "Series B Senior Cumulative
Convertible Preferred Stock" (the "Series B Preferred Stock"), the stated value
(the "Stated Value") per share shall be $1,000 and the number of shares
constituting such series shall be one hundred seventy five thousand (175,000).
The dividend rights, voting powers, rights on liquidation or dissolution and
other preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions of the shares of such series are as
set forth in these Articles.

                                       1
<PAGE>

            1.2  Shares of the Series B Preferred Stock shall be originally
issued pursuant to the Purchase Agreement (as defined in Section 2 below) and,
thereafter, no additional shares of Series B Stock shall be issued by the
Corporation other than with the prior written consent of the Majority Holders
(as defined in Section 2 below).

            1.3  All shares of Series B Preferred Stock received by the
Corporation upon conversion or redeemed, retired, purchased or otherwise
acquired by the Corporation or any of its Subsidiaries shall be retired and
shall be restored to the status of authorized, undesignated and unissued shares
of preferred stock of the Corporation and, subject to the restrictions contained
in these Articles,  may be reissued as part of another series of the preferred
stock of the Corporation, but such shares shall not be reissued as Series B
Preferred Stock.

Section 2.  Certain Definitions.

            The terms defined in this Section 2 shall have the meanings herein
specified:

            "Accumulated Arrearage" means, with respect to any Series B Share as
of any date of determination the aggregate amount of all accumulated and unpaid
dividends, whether or not earned or declared, which shall have become Arrearages
in respect of such Series B Share from and after the date of original issuance
thereof to such date of determination, without any reduction for payments
subsequently made by the Company in respect thereof.

            "Adjustment Date" has the meaning set forth in Section 10.3(d).

            "Additional Shares of Common Stock" means any shares of Common Stock
issued or deemed to be issued by the Corporation after the Closing Time (other
than shares issued upon conversion of any Series B Share or exercise of any
Warrant).

            "Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Exchange Act. The term "affiliated" (whether
or not capitalized) shall have a correlative meaning. For purposes hereof,
neither the Corporation nor any Subsidiary shall be deemed to be an Affiliate of
any Purchaser and no Purchaser nor any of its Affiliates shall be deemed to be
an Affiliate of the Corporation.

            "Arrearage" has the meaning set forth in Section 4.1(b).

            "Bankruptcy Code" means Title 11 of the United States Code.

            "Beneficial Owner" means a beneficial owner within the meaning of
Rules 13d-3 and 13d-5 under the Exchange Act, as interpreted by the Commission,
provided that a Person shall be deemed to have beneficial ownership of all
securities that such Person has a right to acquire without regard to the 60 day
limitation in subdivision (d)(i) of such Rule 13d-3.  The terms (whether or not
capitalized) "beneficially own" and "owned beneficially" shall have correlative
meanings.

                                       2
<PAGE>

            "Board" means the Board of Directors of the Corporation.

            "Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions in either New York, New York, or the city and
state in which the principal executive offices of the Corporation within the
United States are located are authorized or obligated by law or executive order
to close.

            "capital stock" when used with respect to any corporation means
(unless the context otherwise indicates) any and all shares of capital stock
(however designated) of such corporation, including each class and series of
common stock and preferred stock of such corporation, any class or series, any
and all stock appreciation rights and any and all equivalents of any of the
foregoing, and including any security or interest convertible into or warrant,
option or other right (absolute or contingent) to subscribe for, purchase or
otherwise acquire any of the foregoing, in each case whether or not evidenced by
any certificate, instrument or other document and whether voting or nonvoting.

            "Change of Control" means the occurrence of any of the following
events:  (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding the Permitted Holders, is or becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Company; (b) the
Company consolidates with, or merges with or into, another person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person, or any person consolidates with,
or merges with or into, the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where (i) the outstanding Voting Stock of the Company is converted
into or exchanged for (1) Voting Stock (other than Disqualified Stock) of the
surviving or transferee corporation or its parent corporation and/or (2) cash,
securities and other property in an amount which could be paid by the Company as
a Restricted Payment under the Indenture and (ii) immediately after such
transaction no "person" or "group" (as such terms are used in clause (a)),
excluding Permitted Holders, is the "beneficial owner" (as such term is used in
clause (a)), directly or indirectly, of more than 50% of the total Voting Stock
of the surviving or transferee corporation or its parent corporation, as
applicable; or (c) during any consecutive two-year period, individuals who at
the beginning of such period constituted the Board (together with any new
directors whose election by the Board or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board then in
office.

            "Closing Date" means the date of the closing of the consummation of
the issuance of Series B Shares to the Purchasers pursuant to the Purchase
Agreement.

                                       3
<PAGE>

            "Closing Time" means 10:00 A.M., New York City time, on the Closing
Date.

            "Commission" means the Securities and Exchange Commission or any
successor federal agency administering the Securities Act.

            "Common Stock" means the Common Stock, no par value, of the
Corporation as constituted on the Closing Date, and any capital stock into which
such Common Stock may thereafter be changed, and (except where the context
otherwise requires) shall also include (i) capital stock of the Corporation of
each and every other class or series (regardless of how denominated) which is
also not preferred as to dividends or assets on liquidation over any other class
or series of stock of the Corporation and which is not subject to redemption and
(ii) shares of common stock of any successor or acquiring Entity (as defined in
Section 10.16) received by or distributed to the holders of Common Stock of the
Corporation in the circumstances contemplated by such Section.

            "Conversion Price" means, as of any time and with respect to any
Series B Share, the initial price of Thirteen Dollars ($13.00), as such initial
price shall have from time to time been cumulatively adjusted pursuant to
Section 10 through such time.

            "Conversion Rate" means, as of any time and with respect to any
Series B Share, (x) the number of shares of Common Stock obtained by dividing
(i) the sum of (A) the Stated Value, (B) the Accumulated Arrearage and (C) the
aggregate amount of all other accumulated and unpaid dividends, in each case in
respect of such Series B Share at such time by (ii) the Conversion Price in
effect at such time, determined in accordance with Section 9 and Section 10
after giving cumulative effect to all adjustments pursuant to Section 10 through
such time, together with (y) the kind, number and amount of any other securities
and other property made part of the Conversion Rate as the result of adjustments
made pursuant to Section 4.2(b) or Section 10, if applicable.

            "Conversion Securities" means, with respect to any Series B Share at
any time, each class and series of Conversion Stock, each class, series and
issue of any other securities, and any Rights with respect to any of such
Conversion Stock or other securities, any shares, number or other amount of
which at such time are deliverable upon conversion of any Series B Share.

            "Conversion Stock" means, with respect to any Series B Share at any
time, the Common Stock, each other class or series of capital stock and any
Rights with respect to any of the foregoing shares, the number or other amount
of which at such time is deliverable upon conversion of any Series B Share.

            "Convertible Securities" means evidences of indebtedness, shares of
stock or other securities or obligations (except the Series B Preferred Stock
and the Warrants) that are convertible into or exchangeable, with or without
payment of additional consideration in cash or property, for any Common Stock,
either immediately or upon the occurrence of a specified date or a specified
event or the satisfaction or happening of any other condition or contingency.

                                       4
<PAGE>

            "Current Market Price" means, in respect of any share of Common
Stock as of any date, the average of the reported last sales prices for the ten
consecutive Trading Days commencing twenty Trading Days before the date in
question. The reported last sales price for each Trading Day shall be the
reported last sales price, regular way, as reported on the National Market tier
of The Nasdaq Stock Market (or, if the Common Stock shall be traded principally
through the facilities of a national securities exchange other than Nasdaq Stock
Market, such national securities exchange). As used herein, the term "Trading
Day" means a day on which The Nasdaq Stock Market (or such other national
securities exchange) is open for business, provided that if no sales of the
Common Stock take place on such day on the relevant exchange or stock market
determined under the immediately preceding sentence, such day shall not be a
Trading Day. In case any event that would require an adjustment to the
Conversion Price pursuant to Section 10 occurs with an "ex" date or an effective
date occurring during the foregoing ten consecutive Trading Day period, the last
sales prices used in determining the Current Market Price shall be appropriately
adjusted to take such event into account.

            "Designated Director" has the meaning set forth in Section 7.1.

            "Dividend Rate" means the rate of eight percent (8%) per annum.

            "Election Form" has the meaning set forth in Section 3.7(a)(iii).

            "Employee Option" means any option to purchase Common Stock for
cash, which is granted by or with the approval of the Board to any director,
officer, employee or consultant of the Corporation or any subsidiary of the
Corporation pursuant to (i) the Corporation's stock option plans disclosed in a
schedule to the Purchase Agreement and as in effect on the Closing Date or (ii)
any other option plan adopted by the Corporation after the Closing Date with the
approval of the Majority Holders or the Series B Directors (collectively, the
"Stock Option Plans").

            "Entity" means any corporation, limited liability company, general
or limited partnership, joint venture, association, joint stock company, trust,
other unincorporated business or organization or other Person which is not
either a natural person or a governmental authority or agency.

            An "equity interest" in or of any Entity includes any capital stock
or other equity security issued by such Entity, any partnership (general or
limited) or joint venture interest in such Entity, any other equity, ownership,
participating or beneficial interest in such Entity, any stock appreciation or
other equity appreciation right with respect to such Entity, and any equivalent
of any of the foregoing, regardless of how denominated and whether voting or
non-voting, and any security or interest convertible into or warrant, option or
other right (absolute or contingent) to subscribe for, purchase or otherwise
acquire, any of the foregoing, in each case whether or not evidenced by any
certificate, instrument or other document and whether voting or nonvoting.

                                       5
<PAGE>

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Existing Rights" means all Rights (including stock options issued
pursuant to the Corporation's Stock Option Plans) and Convertible Securities,
not including any Series B Shares or Warrants, which were outstanding, or which
the Corporation had agreed to issue, at the Closing Time and disclosed on a
schedule to the Purchase Agreement.

            "Fair Market Value" means, in respect of any security, asset or
other property, the price at which a willing seller would sell and a willing
buyer would buy such security, asset or other property having full knowledge of
the facts, in an arm's-length transaction without time constraints, and without
being under any compulsion to buy or sell. The Fair Market Value of a share of
Common Stock as of any time shall be equal to the Current Market Price in effect
at the time of determination. The Fair Market Value of the Corporation shall be
determined on a going concern basis, and on the basis that the management and
other key employees of the Corporation and its subsidiaries will continue to be
employed indefinitely and without treating as liabilities the amount, if any,
payable or which may be payable by the Corporation pursuant to the
indemnification provisions of the Purchase Agreement.

            "Guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

            "Holder" means (whether or not capitalized) a Person in whose name
any Series B Share is registered on the books of the Corporation maintained for
such purpose.

            "HSR Act"  means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

            "Indenture" means the Indenture, dated as of April 2, 1998, between
the Corporation and Norwest Bank Colorado, N.A., a national banking association,
as Trustee (the "Trustee"), as in effect at the date hereof, regardless of any
subsequent amendment, modification, termination or expiration thereof.

            "Indebtedness" means, with respect to any Person, without
duplication, (i) all obligations of such Person for money borrowed, (ii) all
obligations of such Person evidenced by bonds, debentures, notes, or other
similar instruments, (iii) all obligations of such Person upon which interest
charges are customarily paid, (iv) all obligations of such Person under
conditional sale or other title retention agreements relating to property or
assets purchased by such Person, (v) all obligations of such Person issued or
assumed as the deferred purchase price of property or services

                                       6
<PAGE>

(excluding (x) trade accounts payable and accrued obligations incurred in the
ordinary course of business and (y) deferred earn-out and other performance-
based payment obligations incurred in connection with any Permitted Acquisition
(as such term is defined in the Indenture as in effect on the date of the
Purchase Agreement)), (vi) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (vii) all Guarantees
by such Person of Indebtedness of others, (viii) all capital lease obligations
of such Person, (ix) all obligations (determined on the basis of actual, not
notional, obligations) of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements and (x) all obligations of such Person as an account
party in respect of letters of credit and bankers' acceptances issued in support
of obligations that constitute Indebtedness under any other clause of this
definition (unless such obligations are fully cash collateralized).

            "Insolvency Law" means the Bankruptcy Code and any other law,
foreign, federal or state, relating to bankruptcy, receivership, reorganization,
insolvency, adjustment, compromise or extension of debt or other relief of a
debtor from creditors.

            "Investor Rights Agreement" means the Investor Rights Agreement,
dated as of the Closing Date, among the Corporation and the Purchasers, as it
may be further amended from time to time in accordance with its terms.

            "Junior Stock" means (i) each class or series of Common Stock, (ii)
any other class or series of capital stock of the Corporation hereafter created,
other than (A) any class or series of Parity Stock (except to the extent
provided under clause (iii) of this sentence) and (B) any class or series of
Senior Stock (except to the extent provided under clause (iii) of this
sentence), and (iii) any class or series of Parity Stock or Senior Stock to the
extent that it ranks junior to the Series B Preferred Stock as to dividend
rights, rights of redemption or rights on liquidation, as the case may be.  For
purposes of clause (iii) above, a class or series of Parity Stock or Senior
Stock shall rank junior to the Series B Preferred Stock as to dividend rights,
rights of redemption or rights on liquidation if the holders of shares of Series
B Preferred Stock shall be entitled to dividend payments, payments on redemption
or payments of amounts distributable upon dissolution, liquidation or winding up
of the Corporation, as the case may be, in preference or priority to the holders
of shares of such class or series.

            "Lien" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim, or
preference or priority or other encumbrance upon or with respect to any property
of any kind. A Person shall be deemed to own subject to a Lien any property
which such Person has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement.

            "Liquidation Price" means, with respect to any share of Series B
Preferred Stock as of any date of determination, the amount equal to the Stated
Value of such share, plus the aggregate

                                       7
<PAGE>

amount of all other accumulated and unpaid dividends on such share, including
any Arrearage (whether or not earned or declared and whether or not there are
unrestricted funds of the Corporation legally available for the payment of
dividends), if any, as of such date of determination.

            "Majority Holders" or "Holders of a majority of the shares of Series
B Preferred Stock" means, as of any time, the holder or holders of record of
more than fifty percent (50%) of the Series B Shares then outstanding.

            "Make-Whole Premium" means, with respect to the Series B Shares at
any Redemption Date, the aggregate present value of all required interest
payments due on such Series B Shares through the Scheduled Redemption Date,
computed using a discount rate equal to the Treasury Rate plus 100 basis points.

            "Notes" means the Corporation's 13% Series B Senior Notes due 2008
issued under the Indenture.

            "Originally Issued Shares" means, as of any time, the aggregate
number of Conversion Securities represented by the Series B Shares issued to TPG
on the Closing Date, as such aggregate number shall have from time to time been
cumulatively adjusted as a result of the operation of Section 9 and Section 10
through such time.

            "Outstanding Common Shares" means, as of any time, all issued and
outstanding shares of Common Stock as of such time, except shares then owned or
held by or for the account of the Corporation or any subsidiary thereof.
Outstanding Common Shares shall not include any shares issuable upon exercise,
conversion or exchange of any Rights or Convertible Securities or the Series B
Preferred Stock or issuable in payment of any dividend or other distribution
which has been declared but not actually paid, nor any other shares which have
not actually been issued.

            "Parity Stock" means each class or series of capital stock of the
Corporation, if any, hereafter created with the approval of the Majority Holders
and ranking on a parity basis with the Series B Preferred Stock as to any of the
following: dividends, rights of redemption or rights on liquidation.  Capital
stock of any class or series shall rank on a parity as to dividends, rights of
redemption or rights on liquidation with shares of Series B Preferred Stock,
whether or not the dividend rates, dividend payment dates, redemption or
liquidation prices per share or sinking fund provisions, if any, are different
from those of the Series B Preferred Stock if the holders of such stock shall be
entitled to the receipt of dividends, amounts distributable upon dissolution,
liquidation or winding up of the Corporation or redemption payments, as the case
may be, in proportion to their respective dividend rates, liquidation prices or
redemption prices, respectively, without preference or priority, one over the
other, as between the holders of such stock and the holders of shares of the
Series B Preferred Stock.  No class or series of capital stock that ranks junior
to the Series B Preferred Stock as to rights on liquidation shall rank or be
deemed to rank on a parity basis with the Series B Preferred Stock as to
dividend rights or rights of redemption, unless the instrument creating or
evidencing such class or series of capital stock otherwise expressly provides.

                                       8
<PAGE>

            "Permitted Holders" means (i) John R. Evans, Keith V. Burge and
Philip G. Allen and their spouses, issue or other members of their immediate
families (the "Evans Family," the "Burge Family" and the "Allen Family,"
respectively), (ii) trusts or other entities created for the benefit of any
member of the Evans Family, the Burge Family or the Allen Family, (iii) entities
controlled by any of the Evans Family, the Burge Family or the Allen Family,
(iv) in the event of the death of any member of the Evans Family, the Burge
Family or the Allen Family, the heirs or testamentary legatees of such member of
the Evans Family, the Burge Family or the Allen Family and (v) TPG.

            "Person" means any individual, corporation, limited liability
company, general or limited partnership, joint venture, association, joint stock
company, trust, unincorporated business or organization, government or agency or
political subdivision thereof, or other entity, whether acting in an individual,
fiduciary or other capacity.

            "Preferred Interest" as applied to the equity interests of any
Person means equity interests of any class or classes (however designated) which
are preferred as to the payments of dividends or distributions, as to rights of
redemption or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over equity interests of any other
class of such Person.

            "Purchase Agreement" means the Securities Purchase Agreement, dated
as of April 4, 2000, between the Corporation and the Purchasers, as the same may
be amended from time to time in accordance with its or their respective terms
and with the prior written consent of the Majority Holders.

            "Purchasers" mean TPG, Sandler Capital and any of their respective
Affiliates, successors or permitted assignees under the Purchase Agreement.

            "Rate of Return" shall, for any Purchaser, mean a rate of return of
the applicable percentage per annum on the aggregate purchase price paid for the
Series B Shares purchased by such Purchaser, compounded monthly, taking into
account the timing and amounts of all distributions attributable to such Series
B Shares.  For purposes of calculating such Rate of Return, any distributions
received by such Purchaser during any month shall be deemed to have been
received on the last day of such month.

            "Redeemable Stock" has the meaning set forth in Section 10.3(c).

            "Redemption Agent" has the meaning set forth in Section 6.7.

            "Redemption Date" as to any share of Series B Preferred Stock shall
mean:

                                       9
<PAGE>

               (i)    in the case of a redemption pursuant to Section 6.1, the
Scheduled Redemption Date;

               (ii)   in the case of a redemption pursuant to Section 6.2 or
Section 6.3, the date determined pursuant to such Section; or

               (iii)  in the case of a redemption pursuant to Section 6.4, the
date after the fifth anniversary of the Closing Date specified in the notice of
redemption given in accordance with Section 6.6;

provided that, for purposes of all provisions of these Articles, including any
provision under which any Series B Share is stated to cease to be outstanding or
convertible on or as of the Redemption Date or any date determined by reference
to the Redemption Date, in none of the foregoing cases shall such date be a
Redemption Date unless (A) the applicable Redemption Price is actually
indefeasibly paid in full on such date or (B) such date is a Business Day and
the consideration sufficient for the payment thereof, and for no other purpose,
has been indefeasibly deposited in a trust fund with the Redemption Agent, with
irrevocable instructions and authority to the Redemption Agent to pay the
Redemption Price, all in accordance with Section 6.7, and if the Redemption
Price is not so indefeasibly paid in full or the consideration sufficient
therefor is not so indefeasibly deposited, then the Redemption Date will be the
date on which such Redemption Price is indefeasibly and fully paid or the first
Business Day on which the consideration sufficient for the payment thereof, and
for no other purpose, has been so indefeasibly deposited, except that this
proviso is not intended to eliminate, qualify, modify or limit the rights of the
holders of the Series B Preferred Stock under any provision of these Articles,
or any other rights or remedies which such holders may have at law, in equity or
by contract in the event of the failure of the Corporation to redeem shares of
Series B Preferred Stock as and when required by these Articles.

            "Redemption Price" means, as to any share of Series B Preferred
Stock that is to be redeemed on any Redemption Date pursuant to Section 6.1,
Section 6.2, Section 6.3 or Section 6.4, the Redemption Price of such share
determined pursuant to such Section.

            "Reference Price" means, as of any time, the higher of (x) the
Conversion Price then in effect or (y) the Current Market Price per share of the
Common Stock determined as of such time.

            A "Reorganization Event" shall be deemed to have occurred upon the
happening of any of the following:

               (i)    the appointment of a receiver or trustee to administer all
or a substantial portion of the Corporation or any material Subsidiary's assets
which shall remain in effect for 60 days;

                                       10
<PAGE>

               (ii)   the filing by the Corporation or any material Subsidiary
of a voluntary petition for relief under any Insolvency Law or of a pleading in
any court of record admitting in writing its inability to pay its debts as they
become due;

               (iii)  the making by the Corporation or any material Subsidiary
of a general assignment for the benefit of creditors;

               (iv)   the filing by the Corporation or any material Subsidiary
of an answer admitting the material allegations of, or its consenting to or
defaulting in answering, a petition for relief filed against it in any
proceeding under any Insolvency Law; or

               (v)    the entry of an order, judgment or decree by any court of
competent jurisdiction granting relief against the Corporation or any material
Subsidiary in an involuntary  proceeding under any Insolvency Law and the
continuance of any such decree or order for relief unstayed and in effect for a
period of 60 consecutive days.

            "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board, by a Board Resolution delivered to the
Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with
Section 1017 of the Indenture.  Any such Designation may be revoked by a Board
Resolution delivered to the Trustee, subject to the provisions of such covenant.

            "Rights" means any options, warrants or other rights (except
Convertible Securities, the Series B Preferred Stock and the Warrants), however
denominated, to subscribe for, purchase or otherwise acquire any Common Stock or
Convertible Securities, with or without payment of additional consideration in
cash or property, either immediately or upon the occurrence of a specified date
or a specified event or the satisfaction or happening of any other condition or
contingency.

            "Sale of the Company" means any of the following:

               (i)    any Change of Control; or

               (ii)   the Corporation, in one or more transactions, sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person or Persons; or

               (iii)  the Corporation consolidates with, or merges with or into,
another Person, sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets directly or indirectly to any Person,
or any person consolidates with, or merges with or into, the Corporation, in any
such event pursuant to a transaction in which the outstanding Common Stock of
the Corporation is converted into or exchanged for cash, securities, equity
interests or other property and immediately after such transaction the Persons
who were the Beneficial Owners of the outstanding Common Stock of the
Corporation immediately prior to such transaction are not the

                                       11
<PAGE>

Beneficial Owners, directly or indirectly, of more than 50% of the combined
voting power represented by all then outstanding common stock of the surviving
or transferee Person; or

               (iv)   any Reorganization Event.

            "Sandler Capital" means Sandler Capital Partners IV, L.P., Sandler
Capital Partners IV FTE, L.P., Sandler Capital Partners V, L.P. and their
Affiliates.

            "Scheduled Redemption Date" means April 18, 2010, the tenth
anniversary of the Closing Date.

            "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder.

            "Senior Stock" means each class or series of capital stock of the
Corporation, if any, hereafter created with the approval of the Majority Holders
and ranking prior to the Series B Preferred Stock as to dividends, rights of
redemption or rights on liquidation, as the case may be.  Capital stock of any
class or series shall rank prior to the Series B Preferred Stock as to
dividends, upon redemption or upon liquidation if the holders of such class or
series shall be entitled to the receipt of dividends, payments on redemption or
payments of amounts distributable upon the dissolution, liquidation or winding
up of the Corporation, as the case may be, in preference or priority to the
holders of shares of Series B Preferred Stock.  No class or series of capital
stock that ranks junior to or on parity with the Series B Preferred Stock as to
rights on liquidation shall rank or be deemed to rank as senior to the Series B
Preferred Stock as to dividend rights or rights of redemption, unless the
instrument creating or evidencing such class or series of capital stock
otherwise expressly provides.

            "Series B Articles of Amendment" means the Articles of Amendment to
the Amended and Restated Articles of Incorporation of the Corporation setting
forth the resolution of the Board creating and authorizing the issuance of the
Series B Preferred Stock and filed with the Colorado Secretary of State pursuant
to the Colorado  Business Corporation Act or any successor provisions of the
Corporation's Articles of Incorporation, as the same may have been amended prior
to or concurrently with the Closing Time and thereafter may be amended.

            "Series B Director" means each director of the Corporation (i)
designated by TPG as a "Series B Director" under the Investor Rights Agreement
or (ii) who is a Designated Director.

            "Series B Preferred Stock" has the meaning set forth in Section 1.1.

            "Series B Share" means any issued and outstanding share of Series B
Preferred Stock.  In no event shall shares of Series B Preferred Stock owned or
held by or for the account of the Corporation or any Subsidiary be deemed to be
issued and outstanding for any purpose.

                                       12
<PAGE>

            "Stated Value" means, with respect to each share of Series B
Preferred Stock, the amount of One Thousand Dollars.

            "Stock Option Plans" has the meaning given to such term within the
definition of Employee Option, as set forth above.

            "Subsidiary" means, as of any time, each Entity as to which any of
the following statements is true as of such time:

               (i)    such Entity is an Affiliate of the Corporation which is
controlled by the Corporation, or

               (ii)   the Corporation owns or controls, directly or indirectly
through one or more intermediaries, 50% or more of the outstanding equity
interests in such Entity having ordinary voting power to elect a majority of the
members of the Board or joint venture, partnership or other management
committee, trustees, managers or other Persons ordinarily having the power,
authority or responsibility for managing or directing the management of such
Entity, or

               (iii)  the Corporation, directly or indirectly through one or
more intermediaries, is entitled under ordinary circumstances to 50% or more of
the profits or losses of such Entity or to receive upon dissolution and
liquidation of such Entity 50% or more of the assets available for distribution
to the holders of equity interests in such Entity, or

               (iv)   such Entity is a partnership (general or limited) or other
unincorporated Entity and the Corporation or another Subsidiary (i) is a general
partner thereof or acts in a similar capacity with respect thereto or (ii) has
liability for the debts and obligations thereof over and above its investment
therein.

            "TPG" means TPG Partners III, L.P., T3 Partners, L.P. and their
Affiliates and designated assignees under the Purchase Agreement.

            "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two business days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date through the Scheduled Redemption Date; provided,
however, that if the period from the Redemption Date to the Scheduled Redemption
Date is not equal to the constant maturity of a United States Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury securities for which such
yields are given, except that if the period from the Redemption Date through the
Scheduled Redemption Date is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to

                                       13
<PAGE>

a constant maturity of one year shall be used.

            "Trustee" means the trustee under the Indenture.

            "Warrant Agreement" means the Warrant Agreement, dated as of the
Closing Date, between the Corporation and the Purchasers, as it may be amended
from time to time in accordance with its terms.

            "Warrant Shares" means the shares of Common Stock issued or issuable
upon exercise of the Warrants.

            "Warrants" means the Warrants to purchase shares of Common Stock
issued and sold by the Corporation to, and purchased by, the Purchasers pursuant
to the Purchase Agreement and the Warrant Agreement.

            "Wholly Owned Subsidiary" means an Entity all of the equity
interests of which at the time are owned beneficially and of record by the
Corporation, one or more Wholly Owned Subsidiaries of the Corporation or the
Corporation and one or more Wholly Owned Subsidiaries of the Corporation.

Section 3.  Rank; Certain Restrictions; Fractional Shares; Certain Notices to be
            Given; Actions to Facilitate Redemption.

            3.1  Rank.  The Series B Preferred Stock shall, with respect to
dividend rights, rights on liquidation, winding up and dissolution and rights
upon redemption, rank prior to (i) the Common Stock and (ii) any other class or
series of capital stock of the Corporation, whether now existing or hereafter
created, except (in the case of this clause (ii) only) any class or series of
Parity Stock or Senior Stock hereafter created and issued with the prior
approval of the Majority Holders, to the extent otherwise provided for by the
terms of such other class or series of Parity Stock or Senior Stock set forth in
the instrument creating and authorizing such Parity Stock or Senior Stock,
provided that such terms shall have been furnished in writing to and approved by
the Majority Holders.

            3.2  Certain Restrictions on Payments in Respect of Capital Stock.
Except if and to the extent expressly authorized by or provided in Section 3.4
or Section 3.5 or with the prior approval of the Majority Holders so long as any
Series B Preferred Stock is outstanding, the Corporation shall not, directly or
indirectly through any Subsidiary:

               (i)    declare or pay dividends on, or declare or make any other
distribution, whether in cash, property, securities or any other form of
consideration, to the holders of or otherwise with respect to, the Common Stock
or any other class or series of capital stock of the Corporation now existing or
hereafter created other than the Series B Preferred Stock;

                                       14
<PAGE>

               (ii)   redeem, purchase or otherwise acquire for cash, property,
securities or any other form of consideration any outstanding shares of Common
Stock or any other class or series of capital stock of the Corporation now
existing or hereafter created other than the Series B Preferred Stock;

               (iii)  redeem, purchase or otherwise acquire for cash, property,
securities or any other form of consideration any Series B Shares otherwise than
in accordance with the terms of these Articles, but conversion of any Series B
Shares in accordance with the terms of these Articles shall not be deemed to be
a redemption, purchase or other acquisition subject to this clause; or

               (iv)   set aside, pursuant to a sinking fund or otherwise, any
cash, property, securities or other form of consideration for any of the
foregoing purposes.

            3.3  Pro Rata Redemptions and Purchases.  If any date or event shall
occur that requires the Corporation to redeem any Series B Shares and the
Corporation has insufficient legally available funds to redeem all Series B
Shares required to be redeemed, then: (i) the Corporation shall give written
notice to such effect to the holders of Series B Shares as soon as practicable
(and in any event not later than ten Business Days) prior to the applicable
redemption date; and (ii) subject to the third sentence of this subsection, (A)
the funds legally available for such purpose shall be applied to redeem the
Series B Shares then required to be redeemed ratably in proportion to the
respective full amounts to which the holders of the Series B Shares would be
entitled if the Corporation had sufficient legally available funds to redeem all
Series B Shares then required to be redeemed and (B) as and when the Corporation
has additional legally available funds, it shall apply such funds to redeem the
balance of the Series B Shares so required to be redeemed proportionately as
provided above in this sentence.  In the event of any such partial redemption,
the Series B Shares to be redeemed shall be selected on a pro rata basis from
among all holders of the Series B Shares. At any time after a notice from the
Corporation is given pursuant to the first sentence of this subsection and
before the applicable redemption date, the Majority Holders may notify the
Corporation in writing that such Majority Holders object to partial redemptions
as provided in the first sentence of this subsection.  If such a written
objection is given, the Corporation shall not make any such redemption of any
Series B Shares unless or until it is otherwise instructed in writing by the
Majority Holders.  Nothing contained in this Section 3.3 is intended to
eliminate, qualify, modify or limit the rights of the holders of any Series B
Shares under any provision of these Articles, including Section 3.8, at law, in
equity, by contract or otherwise in the event of the failure of the Corporation
to redeem any Series B Shares as and at the times that would be required but for
the provisions of this Section 3.3.

            3.4  Restriction on Dividends, Redemptions, Etc. by Subsidiaries.
So long as any shares of Series B Preferred Stock shall be outstanding, without
the prior approval of the Majority Holders, the Corporation will not permit any
Subsidiary to declare or pay any dividend on or declare or make any other
distribution to any holder or holders of or otherwise with respect to any equity
interest in such Subsidiary (whether in cash, property, securities or any other
form of consideration) nor redeem, purchase or otherwise acquire for cash,
property or any other form of consideration any

                                       15
<PAGE>

equity interest in such Subsidiary. Neither this Section 3.4 nor Section 3.2
hereof shall (i) restrict investments by any Restricted Subsidiary in the
Corporation or another Restricted Subsidiary or (ii) restrict the payment by any
Restricted Subsidiary of dividends and other distributions solely in respect of,
and redemptions, purchases and other acquisitions solely of, equity interests in
such Restricted Subsidiary owned by the Corporation or any other Restricted
Subsidiary or (iii) so long as any Notes are outstanding, impose upon any
Restricted Subsidiary any restriction prohibited by Section 1016 of the
Indenture. The Corporation will not, without the prior approval of the Majority
Holders, permit any of the Subsidiaries to issue any Preferred Interest other
than issuances by a Restricted Subsidiary to the Corporation or another
Restricted Subsidiary.

            3.5  Certain Exceptions.

            (a)  Senior and Parity Stock Created with Consent of Series B
Directors.  If, after the Closing Date, the Corporation, with the prior approval
of the Series B Directors, creates and issues any class or series of Parity
Stock or Senior Stock, the restrictions contained in Section 3.2 shall be
subject to such exceptions, if any, expressly provided for by the terms of such
Parity Stock or Senior Stock set forth in the instrument creating and
authorizing such Parity Stock or Senior Stock.

            (b)  Certain Payments on Junior Stock.  (i) The Corporation may pay
cash in lieu of fractional shares of Common Stock pursuant to the Warrants or
the terms of Existing Rights as in effect on the Closing Date; (ii) the
Corporation may repurchase shares of capital stock in connection with cashless
exercises of the Warrants or Convertible Securities (provided that such
repurchase does not result in any actual payment of cash, securities or other
property to the holders of such Warrants or Convertible Securities (other than
issuance of the Junior Stock deliverable by virtue of such exercise)); and (iii)
provided that the Corporation is in compliance with all of its obligations under
these Articles, the Corporation may repurchase or otherwise acquire for value
shares of Common Stock of the Corporation or any options or rights to acquire
Common Stock of the Corporation owned by any director, officer or employee of
the Corporation or its Subsidiaries pursuant to any management equity
subscription agreement or similar agreement, or otherwise upon the death,
disability, retirement or termination of employment or departure from the Board,
provided, that for purposes of this clause (iii), the aggregate price paid for
all such repurchased, redeemed, acquired or retired Common Stock of the
Corporation or options shall not exceed in the aggregate $500,000 in any
calendar year.

            3.6  Fractional Shares.  Fractional shares of Series B Preferred
Stock may be issued, either upon original issuance pursuant to the Purchase
Agreement or otherwise as permitted by Section 1.2, or from time to time
thereafter upon transfers, exchanges or partial conversions or redemptions of
outstanding shares (or fractional shares) thereof or certificates therefor. Each
fractional share of Series B Preferred Stock, if any, outstanding shall be
entitled to ratably proportionate rights, powers, privileges, benefits and
preferences, and be subject to the same qualifications, limitations and
restrictions, as a whole share of the Series B Preferred Stock, including
conversion rights.

                                       16
<PAGE>

            3.7  Certain Notices and Other Obligations Relating to Change of
Control or Sale of the Company.

            (a)  Notices.

               (i)    If the Corporation agrees or the Board passes a resolution
authorizing the Corporation to voluntarily consummate or take, or assist any one
or more of the holders of its Common Stock in consummating or taking, any
transaction or action which would, if consummated, result in a Change of Control
or Sale of the Company, or if the Corporation receives formal written notice
that any Person has engaged or is proposing to engage in any such transaction
which would, if consummated, result in a Change of Control or Sale of the
Company, then it shall send to each holder of Series B Preferred Stock, at least
30 days prior to the scheduled or anticipated closing of such transaction or the
taking of such action (or, in the case where the Corporation receives formal
written notice of such transaction, immediately upon receiving such formal
written notice if such notice is received less than 30 days prior to the
scheduled or anticipated closing of such transaction), a written notice which
will summarize the material terms of such transaction or action, and if any of
such terms change in any material respect prior to such closing, the Corporation
shall promptly notify the holders of the Series B Preferred Stock in writing.

               (ii)   If any Change of Control or Sale of the Company occurs,
the Corporation shall give the holders of the Series B Preferred Stock written
notice thereof promptly, and in any event not later than the fifth Business Day
after the Corporation has knowledge of such occurrence, and such notice shall
summarize the material facts relating to such event or transaction.

               (iii)  If Section 6.2 applies, each notice given by the
Corporation pursuant to Section 3.7(a)(ii) shall be accompanied by an
appropriate form (an "Election Form") by which the holders of the Series B
Preferred Stock may elect whether or not to require the Corporation to redeem
their shares of the Series B Preferred Stock in accordance with the terms of
Section 6.2.

            (b)  Redemption Election.  If Section 6.2 applies, and, at any time
within a period of 30 days after Election Forms are mailed, the Corporation
shall have received completed Election Forms from the Majority Holders electing
to require the Corporation to redeem the Series B Shares held by them, the
Corporation shall upon the consummation of such transaction redeem from all
holders of Series B Preferred Stock, in accordance with Section 6.2 and the
other applicable provisions of these Articles, all outstanding shares of Series
B Preferred Stock; provided, however, that the Corporation shall not, at any
time that no Notes are outstanding, voluntarily consummate, or assist any of the
holders of its Common Stock in consummating, any transaction which would result
in a Change of Control unless (i) prior to the date such transaction is
consummated, the procedures specified in this Section 3.7 shall have been
followed and the period of 30 days referred to in this sentence shall have
expired; (ii) if the Corporation would be required to redeem all shares of
Series B Preferred Stock by virtue of such Change of Control, the Corporation
shall have deposited with a Redemption Agent funds sufficient to redeem on the
applicable redemption date all Series B Shares required to be redeemed at the
applicable Redemption Price; and (iii) the

                                       17
<PAGE>

Corporation shall have given written notice of its compliance with clause (ii)
of this sentence to each holder of Series B Preferred Stock.

            (c)  Successive Events.  The provisions of this Section 3.7 shall
apply successively to each Change of Control or Sale of the Company which may
occur.

            3.8  Actions to Facilitate Required Redemptions.

            (a)  Company Obligations.  If, at any time that any redemption of
any share of Series B Preferred Stock is, or with the passage of time after any
notice will be, required by any provision of these Articles, the Corporation is
in material violation or breach of the terms of any material indebtedness of the
Corporation or a default or event of default with respect to or under any
material indebtedness of the Corporation exists and has not been waived or
cured, if the Corporation is insolvent under applicable law, or if the
Corporation's capital is impaired under the law of the jurisdiction of
incorporation, or if any such violation, breach, default, event of default,
insolvency or impairment of capital or any material violation of law would
result from such redemption, then the Corporation shall (i) promptly give
written notice to such effect to the holders of the Series B Preferred Stock and
(ii) subject to the terms of the Indenture, take all reasonable lawful actions
to cure or avoid such violation, breach, default or event of default, to restore
or preserve its solvency or to cure or avoid such impairment of capital, in each
case as necessary to enable the Corporation to make such redemption to the
fullest extent possible.

            (b)  Other Rights of Holders.  Nothing contained in this Section 3.8
is intended to eliminate, qualify, modify or limit the rights of the holders of
the Series B Preferred Stock under any provision of these Articles, or any other
rights or remedies which such holders may have at law, in equity or by contract
in the event of the failure of the Corporation to redeem shares of Series B
Preferred Stock as and when required by these Articles.

Section 4.  Dividends.

            4.1  Fixed Rate Dividends.

            (a)  Dividend Rate; Compounding of Dividends.  The holders of the
Series B Preferred Stock shall be entitled to receive, when, as and if declared
by the Board, out of funds legally available therefor, cumulative cash
dividends, in preference and priority to dividends on any Junior Stock, that
shall accrue on the Stated Value of each share of the Series B Preferred Stock
at the Dividend Rate from time to time in effect, from and including the Closing
Date of such share to and including the date on which such share ceases to be
outstanding in accordance with the terms of these Articles.  Dividends shall be
payable in four equal quarterly installments on the last day of March, June,
September and December of each year, or if any such date is not a Business Day,
on the Business Day next preceding such day (each such date, regardless of
whether any dividends have been paid or declared and set aside for payment on
such date, a "Dividend Payment Date"), to holders of record as they appear on
the stock record books of the Corporation on the fifteenth day

                                       18
<PAGE>

prior to the relevant Dividend Payment Date; provided, however, that the
Corporation may elect not to declare or make any dividend payment due hereunder
on any Dividend Payment Date (other than as required in connection with any
redemption of shares of Series B Preferred Stock or any liquidation, dissolution
or winding up of the Corporation), and any such amount then due in respect of
dividends shall constitute an Arrearage (as defined below). Dividends shall be
paid only when, as and if declared by the Board out of funds at the time legally
available for the payment of dividends. Dividends shall begin to accumulate on
outstanding shares of Series B Preferred Stock from the date of issuance and
shall be deemed to accumulate from day to day whether or not earned or declared
until paid. Dividends shall accumulate on the basis of a 360-day year consisting
of twelve 30-day months (four 90-day quarters) and the actual number of days
elapsed in the period for which payable.

            (b)  Compounding of Fixed Rate Dividends.  Dividends on the Series B
Preferred Stock shall be cumulative, and from and after any Dividend Payment
Date on which any dividend that has accumulated or been deemed to have
accumulated through such date, whether or not declared, has not been paid in
full, additional dividends shall accumulate in respect of the amount of such
unpaid dividends (such amount, the "Arrearage") at the Dividend Rate (or such
lesser rate as may be the maximum rate that is then permitted by applicable
law).  Such additional dividends in respect of any Arrearage shall be deemed to
accumulate from day to day whether or not earned or declared until the Arrearage
is paid, shall be calculated as of such successive Dividend Payment Date and
shall constitute an additional Arrearage from and after any Dividend Payment
Date to the extent not paid on such Dividend Payment Date.  Unless the context
requires otherwise, references in any Article herein to dividends that have
accumulated or that have been deemed to have accumulated with respect to the
Series B Preferred Stock shall include the amount, if any, of any Arrearage
together with any dividends accumulated or deemed to have accumulated on such
Arrearage pursuant to the immediately preceding two sentences.

            (c)  Payment and Record Dates.  Dividends paid on the shares of
Series B Preferred Stock in an amount less than the total amount of such
dividends at the time accumulated and payable on all outstanding shares of
Series B Preferred Stock shall be allocated pro rata on a share-by-share basis
among all such shares then outstanding. Dividends that are declared and paid in
an amount less than the full amount of dividends accumulated on the Series B
Preferred Stock (and on any Arrearage) shall be applied first to any current
dividend that has not become an Arrearage. All cash payments of dividends on the
shares of Series B Preferred Stock shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.

            4.2  Participating Dividend Rights.

            (a)  Right to Participating Dividends.  Subject to the prior
preferences and other rights of any Senior Stock ranking prior to the Series B
Preferred Stock with respect to dividends and the provisions of Section 3 and
Section 4.2(b), if the Corporation shall at any time or from time to time
declare or pay any dividend or declare or make any distribution, whether payable
in cash or in

                                       19
<PAGE>

assets, securities (whether issued by the Corporation or another Person, but
other than Common Stock) or any other form of property or consideration other
than cash, on the Common Stock of any class or series into which the Series B
Preferred Stock is then convertible, the holders of Series B Preferred Stock
shall be entitled to receive, when, as and if declared by the Board and from
assets of the Corporation legally available therefor, a dividend or distribution
per Series B Share in like kind and equal to the amount of such cash or such
assets, securities or any other form of property or consideration (as the case
may be) declared, paid or made with respect to a number of shares of such class
or series of Common Stock equal to the number of shares of such class or series
into which a share of Series B Preferred Stock may be converted as of the date
such dividend on the Series B Preferred Stock is paid. If, in connection with
any such dividend or distribution declared or paid or made on any such class or
series of Common Stock, the holders of such class or series are given any
election with respect to the form of consideration to be received, the same
right of election shall be given to the holders of the Series B Preferred Stock
with respect to the corresponding dividend or distribution on the Series B
Preferred Stock. The Board shall declare a dividend or distribution on the
Series B Preferred Stock as contemplated by this Section 4.2(a) immediately
prior to the time it declares a dividend or distribution on the Common Stock.

            (b)  Coordination With Conversion Right.  To the extent that Section
10 provides for an adjustment to the Conversion Price by reason of any dividend
or distribution of cash or property other than Common Stock on any class or
series of Common Stock referred to in Section 4.2(a), the Majority Holders shall
have the right to elect either (i) to require the corresponding dividend or
distribution on the Series B Preferred Stock contemplated by Section 4.2(a) to
be declared and paid or made as provided herein, in which case such adjustment
to the Conversion Price shall not be made to such extent or  (ii) to require
such adjustment to the Conversion Price to be made, in which case such
corresponding dividend or distribution on the Series B Preferred Stock shall not
be declared and paid or made to such extent.  The election of the Majority
Holders shall bind all holders of Series B Shares.  In declaring, making and
paying dividends and distributions on the Common Stock as to which such right of
election exists, the Corporation shall provide the holders of the Series B
Shares with reasonable advance notice and forms of election, and shall otherwise
act in good faith, so that such holders may effectively exercise all rights of
election provided for in this Section on a timely basis.

            (c)  Record and Payment Dates.  The Board may fix a record date for
the determination of holders of Series B Preferred Stock entitled to receive a
dividend or distribution pursuant to Section 4.2(a), which date shall be the
same as the record date for the corresponding dividend or distribution on the
Common Stock.  The payment date for any such dividend or distribution shall be
on or before the payment date for the corresponding dividend or distribution on
the Common Stock.

            (d)  Dividends Are Preferred and Fully Cumulative.   Dividends on
the Series B Preferred Stock provided for in Section 4.2(a) shall be payable
prior and in preference to any dividends or distributions to the holders of any
Junior Stock, and, if not paid, shall be fully cumulative, whether or not
declared.

                                       20
<PAGE>

            4.3  No Offset; Accrued Dividends.  None of the accrual, declaration
or payment of dividends provided for in Section 4.1 shall reduce or otherwise
affect the amount, or the accrual or payment, of dividends to which the holders
of the Series B Preferred Stock shall from time to time be or become entitled
under Section 4.2.  Similarly, none of the accrual, declaration or payment of
dividends provided for in Section 4.2 shall reduce or otherwise affect the
amount, or the accrual or payment, of dividends to which the holders of the
Series B Preferred Stock shall from time to time be or become entitled under
Section 4.1.  The amount of dividends "accrued (or accumulated) and unpaid" with
respect to any share of Series B Preferred Stock as of any date shall include
(i) all dividends and dividends on dividends provided for in Section 4.1
(whether or not declared) that have accrued on such share as provided in such
Section to and including such date of determination that have not been paid as
of such date and (ii) all dividends on such share provided for in Section 4.2
that have been declared but not been paid as of such date.

Section 5.  Distributions Upon Liquidation, Dissolution or Winding Up.

            5.1   Payment of Preference Amount.

            (a)  Liquidation Preference.  Subject to the prior preferences and
other rights of any Senior Stock ranking prior to the Series B Preferred Stock
with respect to rights upon liquidation, dissolution or winding up of the
Corporation,  in the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of shares of the
Series B Preferred Stock shall be entitled to receive from the assets of the
Corporation available for distribution to stockholders after payment of all
other debts and obligations of the Corporation, before any payment or
distribution on any Junior Stock is declared, made or provided for or any cash,
property or other consideration shall be set aside for such purpose, cash in an
amount per share of Series B Preferred Stock equal to the Liquidation Price of
such share determined as of the Determination Time (as defined below in this
Section).  The "Determination Time" shall be immediately prior to the record
date for such distribution to the holders of such class or series of Common
Stock or, if no such record date is fixed, immediately prior to any other time
as of which the holders of such class or series of Common Stock entitled to
receive such distribution is determined.  In connection with any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
after payment in full to the holders of the Series B Preferred Stock and the
holders of all other classes or series of Parity Stock, if any, which rank on a
parity basis with the Series B Preferred Stock with respect to distributions
upon such liquidation, dissolution or winding up of the respective preferential
amounts to which they are entitled, the Corporation shall distribute its
remaining assets and properties available for distribution to the holders of
Common Stock and the Series B Preferred Stock, with the distribution to holders
of the Series B Preferred Stock being in like kind and equal to the amount of
assets and property distributed with respect to a number of shares of Common
Stock equal to the number of shares of Common Stock into which a share of Series
B Preferred Stock may be converted.

                                       21
<PAGE>

            (b)  Elections.  If, in connection with any distribution with
respect to any class or series of Common Stock referred to in the last sentence
of Section 5.1(a), the holders of such class or series are given any election
with respect to the form of consideration to be received, the same right of
election shall be given to the holders of the Series B Preferred Stock with
respect to the corresponding distribution to the holders of the Series B
Preferred Stock. The Corporation shall provide the holders of the Series B
Shares with reasonable advance notice and forms of election, and shall otherwise
act in good faith, so that such holders may effectively exercise all such rights
of election on a timely basis.

            5.2  Pro Rata Distributions to Parity Stock Holders.  If, upon
distribution of the Corporation's assets in liquidation, dissolution or winding
up, the assets of the Corporation available for distribution to its stockholders
shall be insufficient to permit payment in full to the holders of the  Series B
Preferred Stock and the holders of all other classes or series of Parity Stock,
if any, which rank on a parity basis with the Series B Preferred Stock with
respect to distributions upon such liquidation, dissolution or winding up of the
respective full preferential amounts to which they are entitled, then the entire
assets of the Corporation available for distribution to stockholders (after full
distribution on Senior Stock, if any) shall be distributed ratably to such
holders in proportion to the respective full preferential amounts to which the
shares of Series B Preferred Stock and all such other classes and series of
Parity Stock would otherwise be entitled.

            5.3  Record Date and Notice.  Unless the Majority Holders otherwise
agree in writing, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary:

            (i)    Any distribution to the holders of capital stock of the
Corporation of any class or series of assets of the Corporation available for
distribution to its stockholders will be made to the holders of record of such
class or series as of a record date that is not less than 10 days nor more than
30 days prior to the date such distribution is proposed to be made (each, a
"Distribution Date").  Each Distribution Date for any distribution to the
holders of the Series B Shares shall not in any event be later than the date of
any related or contemporaneous distribution to the holders of any Parity Stock
or Junior Stock.

            (ii)   The Corporation shall give to each holder of Series B
Preferred Stock at least 20 days' prior written notice of the record date to be
fixed for any payment or distribution to any of the holders of any capital stock
of the Corporation of any class or series. In addition to any other information
required by these Articles, any contract or applicable law, such notice shall
describe in reasonable detail each payment or distribution proposed to be made,
identify all classes and series of capital stock that will participate in such
payment or distribution and the relative participations of the holders of each
such class or series and state the record date and Distribution Date for such
payment or distribution. Such notice shall be accompanied by a statement, in
reasonable detail, showing the amount, kind and value of all assets of the
Corporation available for payment or distribution to its stockholders. After any
such notice is given, the Corporation shall promptly furnish to each holder of
Series B Preferred Stock any information that such holder may reasonably

                                       22
<PAGE>

request relating to the liquidation, dissolution or winding up of the
Corporation and its assets and liabilities, including any information reasonably
requested and in the possession of the Corporation in order to assist such
holder in determining whether to exercise any right to convert any or all of
such holder's shares of Series B Preferred Stock pursuant to Section  9.

            (iii)  The Series B Shares shall continue to be convertible into
Common Stock in accordance with the terms of these Articles unless and until
such holders have received payment of the full preferential amounts to which
they are entitled pursuant to Section 5.1.

Section 6.  Redemption.

            6.1  Mandatory Redemption.  On the Scheduled Redemption Date, the
Corporation shall redeem all shares of Series B Preferred Stock then outstanding
at a Redemption Price per share equal to the greater of (i) the Liquidation
Price of such share and (ii) sixty percent (60%) of the Current Market Price of
the Conversion Securities and other assets or property, if any, into which one
Series B Share is then convertible, in each case determined as of such date.

            6.2  Redemption Upon Change of Control That Occurs When No Notes Are
Outstanding.

            (a)  Redemption Right When Notes Are Not Outstanding. The provisions
of this Section 6.2 shall be suspended, and shall not have any force or effect
so long as any Notes continue to be outstanding, but shall automatically become
effective and enforceable in accordance with their terms as to any Change of
Control that occurs at any time after the first time as of which no Notes are
outstanding.

            (b)  Redemption at Option of Holders.  Upon the occurrence of a
Change of Control to which this Section 6.2, on the Redemption Date determined
pursuant to this Section 6.2, is applicable, the Majority Holders shall have the
right to require the Corporation to redeem, on the Redemption Date determined
pursuant to this Section 6.2, all of the Series B Shares outstanding on the date
of the occurrence of such Change of Control at the Redemption Price per share
equal to 101% of the Liquidation Price thereof, determined as of the Redemption
Date. Such right may be exercised by one or more Election Forms or any other
written notices to such effect which, collectively, have been signed by the
Majority Holders and given to the Corporation at any time after the date of
occurrence of such Change of Control and prior to the expiration of the period
of 30 days after Election Forms are delivered to the holders of the Series B
Preferred Stock pursuant to Section 3.7. If such right is so exercised, the
Redemption Date shall be a Business Day selected by the Majority Holders that is
not sooner than the tenth day after and not later than the twentieth day after
the Election Forms or other written notices referred to in the second sentence
of this Section are submitted to the Corporation.

                                       23
<PAGE>

            6.3  Redemption Upon Change of Control That Occurs When Notes Are
Outstanding.

            (a)  Redemption Right When Notes Are Outstanding. The provisions of
this Section 6.3 shall apply to any Change of Control that occurs while any
Notes are outstanding, but shall not apply to any Change of Control that occurs
after the first time as of which no Notes are outstanding.

            (b)  Redemption at the Option of the Holders.  Upon the occurrence
of a Change of Control to which this Section 6.3 is applicable, the Majority
Holders shall have the right to require the Corporation to redeem, on the
Redemption Date determined pursuant to this Section 6.3, all of the Series B
Shares outstanding on the date of the occurrence of such Change of Control at
the Redemption Price per share equal to 101% of the Liquidation Price thereof,
determined as of the Redemption Date. The Corporation shall give written notice
of such redemption to each Holder of Series B Shares by telegram, telex,
facsimile transmission or first-class mail, postage prepaid. Such notice shall
be given to the holders of the Series B Shares not less than twenty-five days
nor more than forty-five days before the Redemption Date and in no event later
than the date the related notice required by Section 1014(a) of the Indenture is
given to holders of Notes. If the Corporation shall have insufficient legally
available funds to redeem all Series B Shares, the Series B Shares to be
redeemed shall be selected as provided in Section 3.3. The Majority Holders
shall have the right to revoke any redemption pursuant to this Section 6.3 in
the manner described in Section 6.3(c)(v).

            (c)  Additional Procedures.  The Corporation's notice given pursuant
to Section 6.3(b) shall, in addition to containing or being accompanied by any
other information required by these Articles or applicable law, state the
following:   (i) the Redemption Price and the Redemption Date, which shall be a
Business Day no earlier than twenty-five days nor later than forty-five days
from the date such notice is mailed, or such later date as is necessary to
comply with any applicable securities laws or regulations, but in no event later
than the first Business Day after the "Change of Control Payment Date"
established pursuant to Section 1014(b) of the Indenture; (ii) that all Series B
Shares to be redeemed will continue to accrue dividends, continue to be
convertible and continue to be outstanding for all purposes until the Redemption
Price thereof is paid as provided herein; (iii) that, unless the Corporation
defaults in the payment of the Redemption Price, any Series B Shares redeemed as
provided herein shall cease to accrue dividends after the Redemption Date; (iv)
that, in order to receive payment of the Redemption Price therefor, holders of
Series B Shares to be redeemed shall be required to surrender the stock
certificates evidencing such Series B Shares to the Redemption Agent at the
address specified in the notice prior to the close of business on the fifth
Business Day preceding the Redemption Date; (v) that the Majority Holders shall
be entitled to elect to waive and revoke the redemption of Series B Shares
pursuant to this Section 6.3 if the Corporation or the Redemption Agent
receives, not later than the close of business on the second Business Day
preceding the Redemption Date, a telegram, telex, facsimile transmission or
letter specifically to that effect, and that such election shall bind all
holders of Series B Shares, in which case the provisions of this Section 6.3
shall cease to be applicable to such Change of Control; and (vi) the
circumstances and relevant facts regarding such Change of Control.

                                       24
<PAGE>

            (d)  Deposit With Redemption Agent; Redemption.  Unless the Majority
Holders make the election referred to in clause (v) of Section 6.3(c), on the
Redemption Date the Corporation shall, subject to Section 6.3(e), deposit with
the Redemption Agent money, in immediately available funds, sufficient to pay
the Redemption Price of all Series B Shares to be redeemed.  The Redemption
Agent will promptly mail or deliver to the holders of the Series B Shares to be
redeemed payment in an amount equal to the aggregate Redemption Price for such
Series B Shares and the Corporation shall promptly issue, execute and mail or
deliver to each holder who delivered to the Corporation or the Redemption Agent
any stock certificate evidencing more Series B Shares than are redeemed a
replacement stock certificate evidencing the Series B Shares not redeemed.  If
any of the Series B Shares evidenced by any stock certificate are not redeemed
for any reason when required, the Corporation shall cause the Redemption Agent
to promptly mail or deliver such certificate to the holder of such Series B
Shares.

            (e)  Sections 1009 and 1014 of Indenture.  If any Notes are
outstanding at the Redemption Date for a redemption required by Section 6.3(b)
and any Notes are required to be repurchased pursuant to Section 1014 of the
Indenture, the Corporation shall not be required to redeem any Series B Shares
pursuant to this Section 6.3 prior to the time of the Corporation's repurchase
of all such Notes so required to be repurchased and the Redemption Date
otherwise determined pursuant to this sentence shall be deferred until the date
such repurchase is completed.  The redemption of any Series B Shares pursuant to
this Section 6.3 shall, at all times while any Notes are outstanding, be subject
to the Corporation's compliance with Section 1009 of the Indenture. If, by
reason of the restrictions contained in Section 1009 of the Indenture, the
Corporation is unable, without default under the Indenture, to pay, on the
Redemption Date established pursuant to this  Section 6.3 the full Redemption
Price for one hundred percent of all Series B Shares outstanding on the date of
the occurrence of such Change of Control pursuant to such Redemption Date, then

            (i)    the Corporation shall promptly give, by telegram, telex or
facsimile transmission, a written notice to that effect to each holder of Series
B Shares, with such notice also stating (A) the relevant facts establishing that
such payment would result in a violation of the Indenture, and (B) the maximum
amount of funds available to the Corporation for such redemption of Series B
Shares under Section 1009 of the Indenture and the maximum number of Series B
Shares that the Corporation could redeem using those funds and the percentage of
all outstanding Series B Shares represented by such number of Series B Shares
that could be so redeemed; and

            (ii)   the Majority Holders may elect, by written notice given to
the Corporation by telegram, telex or facsimile transmission within ten Business
Days after the notice for the Corporation is given, to either

                   (A)  require the Corporation to promptly apply to the
redemption (in accordance with the provisions of this Section 6.3) of the Series
B Shares required to be redeemed the maximum amount of funds available to the
Corporation under Section 1009 of the Indenture, and thereafter (x) promptly
apply all funds that thereafter become available for use for such purpose by

                                       25
<PAGE>

the Corporation without violation of the Indenture to redeem Series B Shares and
(y) if any Series B Shares continue to be outstanding on the first date as of
which no Notes are outstanding, promptly redeem all such Series B Shares as
hereinafter provided in this Section, or

                   (B)  waive the requirement that the Corporation redeem any
Series B Shares pursuant to this Section 6.3 until the first day after the final
maturity of the Notes, in which case the provisions of this Section 6.3 shall
cease to be applicable to such Change of Control.

If the Majority Holders make the election under subclause (ii)(B) of the
immediately preceding sentence, then the Corporation shall, on the first day
after the final maturity date of the Notes, promptly redeem all Series B Shares
then outstanding in accordance with this Section 6.3 and the other applicable
provisions of this Section 6 as though it were assumed that such day were the
date of the occurrence of a Change of Control, with such redemption to be made
on the Redemption Date and at the Redemption Price determined pursuant to this
Section 6.3 based on such assumption (but ignoring any qualifications or
limitations that are attributable to the Notes and the Indenture). If the
Majority Holders make the election under subclause (ii)(A) of the second
preceding sentence, then each redemption required by subclause (ii)(A)(x) or
(ii)(A)(y) of such sentence shall be made in accordance with the following:

            (i)    the Redemption Price per share for all Series B Shares to be
redeemed shall be equal to 101% of the Liquidation Price as of the date the
Redemption Price is actually paid to the holders of the Series B Shares
redeemed;

            (ii)   the Redemption Date shall be a Business Day no earlier than
twenty-five days nor later than forty-five days from the date that funds for
such redemption became available under Section 1009 of the Indenture or, in the
case of subclause (ii)(A)(y), the first date as of which no Notes shall be
outstanding;

            (iii)  the Corporation shall give written notice of such redemption
to each holder of Series B Shares by telegram, telex, facsimile transmission or
first-class mail, postage prepaid, with such notice to be given to the holders
of the Series B Shares not less than twenty-five days nor more than forty-five
days before the applicable Redemption Date, and

            (iv)   Sections 6.7, 3.3 and 3.8 shall apply.

            (f)  Selection of Shares to be Redeemed; Shares Remain Outstanding
Until Paid For.  Section 3.3 hereof shall govern the selection of the Series B
Shares to be redeemed in the case of any partial redemption pursuant to this
Section.   Notwithstanding any other provision of these Series B Articles of
Amendment, no Series B Share required to be redeemed or delivered for redemption
pursuant to this Section 6.3 shall cease to be, or shall be deemed to cease to
be, outstanding for any purpose unless or until the applicable Redemption Price
therefor is actually paid in cash to the holder thereof or deposited with the
Redemption Agent as provided in Section 6.7.

                                       26
<PAGE>

            6.4  At Corporation's Option.  At any time after the fifth
anniversary of the Closing Date, all but not less than all of the Series B
Shares then outstanding may be redeemed at the option of the Corporation at the
per share redemption price equal to the sum of (i) the greater of (A) the
Liquidation Price of such share determined as of the Redemption Date and (B) the
Current Market Price of the Conversion Securities and other assets or property,
if any, into which one Series B Share is convertible on the Redemption Date,
plus (ii) the Make-Whole Premium. Unless otherwise approved by the Majority
Holders, the Corporation shall not exercise its right of redemption pursuant to
this Section 6.4 unless such redemption does not and shall not result in
impairment of the Corporation's capital, otherwise result in a violation of
applicable law or result in a material breach, violation, default or event of
default under any agreement or instrument to which the Corporation is a party or
by or to which it or its assets are bound or subject and unless the Corporation
is not then insolvent and would not be rendered insolvent as a result of such
redemption.

            6.5  Form and Source of Redemption Payments.  The Redemption Price
for all shares redeemed pursuant to Section 6.1, Section 6.2, Section 6.3 or
Section 6.4 shall be paid in cash from unrestricted funds legally available for
such purpose.

            6.6  Notice of Redemption.  Notice of any redemption by the
Corporation pursuant to Section 6.1 or Section 6.4 shall be given to the holders
of record of the shares of Series B Preferred Stock to be redeemed, at their
respective addresses as the same appear upon the books of the Corporation or are
supplied by them in writing to the Corporation for the purpose of such notice.
Such notice shall be given not more than 45 days nor less than 20 days prior to
the applicable redemption date.  In addition to any information required by law
or by the applicable rules of any national stock exchange or national
interdealer quotation system, such notice shall set forth the Redemption Price,
the redemption date, the number of shares to be redeemed and the place at which
the shares called for redemption will, upon presentation and surrender of the
stock certificates evidencing such shares, be redeemed, and shall state the name
and address of the Redemption Agent appointed in accordance with Section 6.7.

            6.7  Deposit of Redemption Price.  If any shares of Series B
Preferred Stock are to be redeemed pursuant to Section 6.1, Section 6.2, Section
6.3 or Section 6.4, then on or before the applicable Redemption Date the
Corporation shall deposit, in an irrevocable trust fund for the sole purpose of
redeeming the shares of Series B Preferred Stock to be redeemed on such
Redemption Date, with any bank or trust company organized under the laws of the
United States of America or any state thereof having capital, undivided profits
and surplus aggregating at least $250,000,000 or having capital, undivided
profits and surplus aggregating at least $250,000,000 on a consolidated basis
with such bank's or trust company's parent; provided, however, that, in such
case, such parent has guaranteed all of the existing and future obligations of
such bank or trust company (a "Redemption Agent"), immediately available
unrestricted funds legally available for such purpose sufficient to redeem all
outstanding Series B Shares for the applicable Redemption Price on such
Redemption Date, with irrevocable instructions and authority to the Redemption
Agent, on behalf and at the expense of the Corporation, to pay, commencing on
such Redemption Date or prior

                                       27
<PAGE>

thereto, the Redemption Price of the Series B Shares to their respective holders
upon the surrender of their share certificates and, from and after the later of
the date of such deposit and such Redemption Date, such shares shall be deemed
to be no longer outstanding and the holders thereof shall cease to be
stockholders with respect to such shares and shall have no rights with respect
thereto, except the right to receive payment, as provided in these Articles, of
the Redemption Price of such shares, calculated through such Redemption Date,
upon surrender of the certificates therefor. Until such date, the Series B
Shares shall, continue to be convertible into Common Stock in accordance with
Section 9 and shall continue to be issued and outstanding for all other
purposes. Any funds so deposited with the Redemption Agent by the Corporation
and unclaimed for six months from the Redemption Date shall (unless an
applicable escheat or abandoned property law designates another Person) be paid
to the Corporation, after which repayment the holders of such shares of Series B
Preferred Stock shall look to the Corporation for the payment of the Redemption
Price therefor, without interest. If, in the case of a redemption pursuant to
Section 6.3, there is a conflict between the provisions of Section 6.3 and this
Section 6.7, the provisions of Section 6.3 shall govern to the extent of the
conflict.

        7   Board Representation.

            7.1  Right to Elect Three Directors.  For so long as TPG is the
Beneficial Owner of at least forty percent (40%) of the Originally Issued
Shares, in the event that TPG shall have voted its shares of capital stock of
the Corporation in accordance with Section 8.02 of the Investor Rights Agreement
and, notwithstanding such vote, the Board shall not include at least two
designees of TPG as contemplated by the Investor Rights Agreement, the number of
directors constituting the Board shall, in accordance with the resolution
adopted by the Board on April 17, 2000, be increased by three (3), and the
Holders shall have, in addition to the other voting rights set forth herein and
under Colorado law, the exclusive right, voting as a separate class, to elect
three directors of the Corporation, provided that such right shall terminate (i)
upon the redemption of all of the Series B Shares completed in accordance with
Section 6.1, Section 6.2, Section 6.3 or Section 6.4 or (ii) at any time the
members of the Board (other than the directors elected pursuant to this Section
7.1) shall include at least two designees of TPG as contemplated by the Investor
Rights Agreement.  The directors whom, at any time and from time to time, the
holders of the Series B Preferred Stock elect or are entitled to elect voting as
a separate class are sometimes herein referred to as the "Designated Directors".
Subject to earlier death, resignation or removal pursuant to Section 7.3, each
Designated Director elected or appointed at any time as provided herein shall
serve until his or her term shall have expired and his or her successor shall
have been elected as provided herein.  At their option and in their sole
discretion and for any one or more periods of any length of time, the Holders at
any time and from time to time may choose not to exercise their right to elect
the  Designated Directors or to fill any vacancy existing in the office of a
Designated Director, without prejudice to any subsequent exercise of such right.

            7.2  Manner of Election.  Subject to the last sentence of this
Section 7.2 and Section 4 of Article III of the By-Laws, each Designated
Director shall be elected (and if such directors previously have been elected
and any vacancy shall exist, such vacancy shall be filled) either

                                       28
<PAGE>

(i) by written consent of the Majority Holders given in accordance with Section
8.1; or (ii) by vote of the Holders voting as a separate class and in accordance
with Section 8.2, at (A) annual meetings of the shareholders of this
Corporation, or (B) a special meeting of the holders of Series B Preferred Stock
for the purpose of electing such directors (or filling any such vacancy), to be
called by the Secretary of this Corporation upon the written request of the
holders of record of 10% or more of the number of shares of Series B Preferred
Stock then outstanding; provided, however, that if the Secretary of this
Corporation shall fail to call any such special meeting within 10 days after any
such request, such meeting may be called by any Series B Director.
Notwithstanding the foregoing, the Secretary shall not be required to call any
such special meeting in the case of any such request received by this
Corporation less than 45 days before the date fixed for any annual meeting of
shareholders, and if in such case such special meeting is not called, the
holders of Series B Preferred Stock shall be entitled to vote (as a class) at
such annual meeting to elect the Designated Director (or to fill any such
vacancy).

            7.3  Removal.  Any Designated Director may at any time and from time
to time be removed, with or without cause, by and only by the Holders.  Any
vacancy in the office of a Designated Director resulting from death, resignation
or removal or existing for any other reason whatsoever may be filled only by the
Holders.  Any director elected to fill a vacancy shall serve the same remaining
term as that of his or her predecessor and until his or her successor has been
elected.

            7.4  Certain Procedural Matters.  So long as the Holders of the
Series B Preferred Stock shall have the right to elect a Designated Director:

            (i)    any one or more members of the Board or any committee thereof
may participate in meetings of the Board by conference telephone;

            (ii)   each member of the Board or any committee thereof shall be
given not less than three Business Days' prior written notice of each meeting of
the Board or such committee (or one day's prior written notice in case of
meetings to consider emergency matters), specifying the time and place of such
meeting and the matters to be discussed thereat, unless such member signs
(either before or after such meeting) a written waiver of his right to be given
such notice, or attends such meeting without protesting (prior thereto or at the
commencement thereof) the failure to be given such notice;

            (iii)  each member of the Board or any committee thereof shall be
given not less than three Business Days' prior written notice of any action
proposed to be taken by the Board or such committee without a meeting (or one
day's prior written notice in case of proposed actions involving emergency
matters), unless such member signs (either before or after such action is taken)
a written waiver of his right to be given such notice, or gives his written
consent to such action without protesting the failure to be given such notice;
and

            (iv)   no executive committee of the Board, and no other new
committee of the Board which is authorized to exercise any powers of the Board,
shall be created except (A) for committees

                                       29
<PAGE>

satisfying the requirements of Section 7.6 or (B) otherwise with the concurrence
of the Series B Directors or the Holders; and at any meeting of the Board or any
committee thereof, a quorum for the purpose of taking any action shall require
the presence in person or participation by conference telephone or similar
communications equipment of a number of directors equal to at least a majority
of the entire Board or the entire committee, respectively.

            7.5  Indemnification.  The Corporation shall (i) to the fullest
extent permitted by applicable law, indemnify the holders of the Series B
Preferred Stock and each current and former Series B Director who is made a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such Person is or was a shareholder or
director of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Person in connection with such action,
suit or proceeding and (ii) pay in advance, or advance to each such shareholder,
director and former director for payment of, expenses incurred in defending any
such action, suit or proceeding to the maximum extent permitted by applicable
law. The rights conferred on any Person by this Section 7.5 shall not be
exclusive of any other rights which such Person may have or acquire under any
statute, under the Corporation's Amended and Restated Articles of Incorporation,
under the Corporation's By-laws, under any agreement, vote of stockholders or
disinterested directors or otherwise.

            7.6  Committees.  For so long as TPG is the Beneficial Owner of at
least forty percent (40%) of the Originally Issued Shares, at least one-third of
the members of each and every committee of the Board shall be comprised of
Series B Directors unless compliance with this Section 7.6 would result in a
breach by the Company of the listing requirements of The Nasdaq Stock Market.

        8   Actions by Holders Generally; Consistent Charter and By-law
            Provisions.

            8.1  Actions by Written Consent or at Meetings.  With respect to
action by the Holders of the Series B Preferred Stock upon any matter on which
the Holders are entitled to vote as a separate series or class, such action may
be taken either at a meeting of the Holders or without a stockholder meeting by
the written consent of Holders of shares of Series B Preferred Stock having
voting power to cast 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 of
Series B Preferred Stock entitled to vote were present and voted.  Notice shall
be given in accordance with the applicable provisions of the Colorado Business
Corporation Act of the taking of corporate action without a meeting by less than
unanimous written consent to those Holders of Series B Preferred Stock whose
shares were not represented on the written consent.

            8.2  Meetings.  At any meeting having as a purpose either the
election of a Series B Director or any action upon any other matter on which the
Holders of the Series B Preferred Stock

                                       30
<PAGE>

are entitled to vote as a separate series or class, the presence, in person or
by proxy, of the Holders of record of at least a majority of the Series B Shares
then outstanding shall be required and be sufficient to constitute a quorum of
such series or class for any such purpose, and the affirmative vote of the
Holders of a majority of the shares of Series B Preferred Stock then present at
and entitled to vote at such meeting shall be the act of the Series B Preferred
Stock, except where these Articles require a greater affirmative vote, in which
case such greater voting requirement shall apply. At any such meeting or
adjournment thereof, (i) the absence of a quorum of such Holders of Series B
Preferred Stock shall not prevent the election of the directors to be elected by
the Holders of shares other than the Series B Preferred Stock or the taking of
any other action which they are entitled to take, and the absence of a quorum of
Holders of shares other than the Series B Preferred Stock shall not prevent the
election of any director to be elected by the Holders of the Series B Preferred
Stock or the taking of any other action which they are entitled to take and (ii)
in the absence of such quorum, either of Holders of the Series B Preferred Stock
or of shares other than the Series B Preferred Stock (or both), a majority of
the Holders, present in person or by proxy, of the series, class or classes of
stock which lack a quorum shall have power to adjourn the meeting for the
election of directors which they are entitled to elect or the taking of any
other action which they are entitled to take, from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

            8.3  Consistent By-laws and Charter.  The Amended and Restated
Articles of Incorporation and the By-laws of the Corporation shall at all times
contain provisions consistent with the provisions, purposes and intent of
Sections 3 through 11, inclusive, and the other provisions of these Articles,
and in the event of any conflict between the provisions of these Articles and
such other instruments, the provisions of these Articles shall prevail to the
fullest extent permitted by Colorado law.

        9   Conversion Right Generally.

            9.1  Conversion Right.  Unless previously redeemed in accordance
with Section 6, each share of Series B Preferred Stock may be converted at the
option of the holder thereof, in whole or in part, at any time into the number
of fully paid and nonassessable shares of Common Stock equal to the Conversion
Rate in effect at the time of conversion and in the manner and on the terms and
conditions hereinafter provided in this Section 9 and Section 10. The Conversion
Rate, the Conversion Price and the kind, number and amount of securities and
other property deliverable upon conversion of any Series B Share shall be
subject to adjustment from time to time as set forth in Section 10. In the event
that cash, property or securities other than Common Stock shall be payable,
deliverable or issuable upon conversion, then all references to Common Stock in
this Section 9 and in Section 10 shall be deemed to apply, so far as appropriate
and as nearly as may be, to such cash, property or other securities.

                                       31
<PAGE>

            9.2  Mechanics of Conversion.

            (a)  Conversion Notice.  In order to convert any Series B Share, the
holder thereof shall deliver to the Corporation at its principal executive
offices within the United States or at another office or agency designated by
the Corporation pursuant to Section 10.14, the certificate(s) evidencing the
Series B Share(s) to be converted, which certificate(s), if the Corporation
shall so request, shall be duly endorsed to the Corporation or in blank or
accompanied by proper instruments of transfer to the Corporation or in blank
(such endorsements or instruments of transfer to be in form reasonably
satisfactory to the Corporation), and shall give written notice to the
Corporation at said office that such holder elects to convert all or a part of
the Series B Share(s) represented by said certificate(s) in accordance with the
terms of this Section 9, and shall state in writing therein the name or names
and denomination or denominations in which such Holder wishes certificate(s) for
Common Stock to be issued.

            (b)  Subscription.  Subject to Section 9.2(d), every such notice of
election to convert shall constitute a contract between the holder of such
Series B Share(s) and the Corporation, whereby the holder of such Series B
Share(s) shall be deemed to subscribe for the amount of Common Stock which such
holder shall be entitled to receive upon conversion of the number of shares of
Series B Preferred Stock to be converted, and, in satisfaction of such
subscription, to deliver the shares of Series B Preferred Stock to be converted,
and whereby the Corporation shall be deemed to agree that the surrender of the
shares of Series B Preferred Stock to be converted shall constitute full payment
of such subscription for such Common Stock to be issued upon such conversion.

            (c)  Issuance of Conversion Securities.  The Corporation will as
soon as practicable after such deposit of a certificate or certificates for
Series B Preferred Stock to be converted, accompanied by the written notice
above prescribed, issue and deliver at such offices of the Corporation or at
such other office or agency to the Person for whose account such Series B
Preferred Stock was so surrendered, or to his nominee(s) or, subject to
compliance with applicable law, transferee(s), a certificate or certificates for
the number of whole shares of Common Stock to which such holder shall be
entitled. Subject to Section 9.2(d), such conversion shall be deemed to have
been made as of the date of such surrender of the Series B Preferred Stock to be
converted, and the Person or Persons entitled to receive the Common Stock
issuable upon conversion of such Series B Preferred Stock shall be treated for
all purposes as the record holder or holders of such Common Stock on such date.
Simultaneously with the delivery of such certificate(s) for such Common Stock,
the Corporation also shall duly deliver to such holder all cash, other
securities and other property, if any, to which he is entitled by virtue of the
conversion of such Series B Preferred Stock. If fewer than all of the Series B
Shares evidenced by any stock certificate delivered to the Corporation in
connection with a conversion are to be converted, the Corporation shall also
deliver to such holder, at the time of delivery of the certificate(s)
representing such Common Stock, a new stock certificate, dated as of the Closing
Date, evidencing the number of Series B Shares remaining unconverted and
otherwise identical to the stock certificate for Series B Shares so delivered by
such holder.

                                       32
<PAGE>

            (d)  Conversions Associated With Public Offerings.  Notwithstanding
the foregoing, if any notice of conversion given by any Holder states that such
conversion is in connection with an offering of securities registered or to be
registered pursuant to the Securities Act, then such conversion may, at the
option of such Holder, be conditioned upon and deferred until the closing of the
sale of such securities pursuant to such offering or another date designated by
such Holder, in which event the Series B Share(s) covered by such notice shall
not be deemed to have been converted until immediately prior to the closing of
such sale or such other date (as the case may be) and the Corporation shall,
unless otherwise instructed by such Holder, deliver the stock certificate(s) and
any cash, securities or other property to which such Holder shall be entitled at
such time or times as such Holder shall reasonably request.

            9.3  Expenses and Taxes.  The Corporation shall pay all expenses in
connection with, and all stamp, transfer and other similar taxes and other
governmental charges that may be imposed with respect to, the issue or delivery
of the shares of Common Stock and cash, property or other securities which any
Holder is entitled to receive upon conversion of any Series B Share(s).  The
Corporation shall not be required, however, to pay any stamp, stock transfer or
other similar tax or other governmental charge required to be paid solely by
virtue of any transfer involved in the issue of shares of Common Stock in any
name other than that of the Holder of the Series B Share(s) converted at the
order of such Holder, and if any such transfer is involved, the Corporation
shall not be required to issue or deliver the shares of Common Stock as to which
such tax or charge is applicable until such tax or other charge shall have been
paid or it has been established to the Corporation's reasonable satisfaction
that no such tax or other charge is due.

            9.4  Fractional Shares of Common Stock.  If the number of shares of
Common Stock issuable on the conversion of Series B Share(s) is not a whole
number, the Corporation shall not be required to issue any fraction of a share
of Common Stock and such number of shares issuable shall be rounded up to the
next highest whole number.  If a certificate or certificates evidencing more
than one Series B Share shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate number of Series B
Shares so surrendered for conversion.  Notwithstanding the provisions of this
Section 9.4, in computing adjustments to the Conversion Rate pursuant to Section
10, fractional shares of Common Stock shall be taken into account as provided in
Section 10.8(c) and any outstanding Series B Share may at any time represent the
right to receive upon conversion less than one share of Common Stock or some
other number of shares of Common Stock which is not a whole number.

            9.5  Covenant to Reserve Shares for Issuance on Conversion.  The
Corporation shall at all times reserve and keep available out of the authorized
but unissued shares of Common Stock, solely for the purpose of issuance upon
conversion of Series B Shares, the full number of shares of Common Stock
issuable if all outstanding Series B Shares were to be converted in full.  All
shares of Common Stock which shall be issuable upon conversion of any Series B
Share shall be newly issued, duly authorized, validly issued, fully paid and
nonassessable and without any personal liability attaching to the ownership
thereof, and the issuance thereof shall not give rise or otherwise

                                       33
<PAGE>

be subject to preemptive or similar purchase rights on the part of any Person or
Persons, and the Corporation shall take any corporate and other actions that
may, in the opinion of its counsel, be necessary in order that the Corporation
may validly and legally issue fully paid and nonassessable all shares of Common
Stock and all shares of the Corporation's capital stock of any other class or
series issuable upon conversion of the Series B Preferred Stock. The Corporation
hereby authorizes and directs its current and future transfer agents, if any,
for the Common Stock and for any shares of the Corporation's capital stock of
any other class or series issuable upon the conversion of the Series B Preferred
Stock at all times to reserve such number of authorized shares as shall be
required for such purpose. The Corporation shall supply such transfer agents
with duly executed stock certificates for such purposes.

            9.6  Compliance with Governmental Requirements; Listing of Shares.

            (a)  General.  If issuance of any Conversion Securities issuable
upon conversion of any Series B Share(s) require, under any applicable federal,
state, local or foreign law, rule or regulation or any applicable requirement of
any national securities exchange or inter-dealer quotation system, any
registration, qualification, listing or approval before such shares may be
issued upon conversion, the Corporation shall in good faith, as promptly as
practicable and at its expense, diligently endeavor to cause such shares to be
duly registered, qualified, approved or listed, as the case may be, and the
conversion of such Series B Share(s) shall be suspended for the period during
which such registration, qualification, approval or listing is being diligently
pursued or sought by the Corporation.

            (b)  Listing. During all periods during which shares of Common Stock
or any other capital stock or securities of the same class, series or issue as
are issuable upon conversion of any Series B Share are listed, qualified or
otherwise eligible for trading or quotation on any national securities exchange
or The Nasdaq Stock Market, the National Association of Securities Dealers, Inc.
Automated Quotation System or any similar quotation system, the Corporation
shall cause all shares of Common Stock, and all such other capital stock and
securities, issuable upon conversion of such Series B Share to be listed,
qualified or eligible for trading or quotation thereon upon issuance thereof.

            (c)  HSR Act, Etc.  If any Holder's intended conversion of any
Series B Shares would or might be subject to the HSR Act, the Corporation shall
promptly comply with any applicable requirements under the HSR Act relating to
filing and furnishing of information to the Federal Trade Commission and the
Antitrust Division of the Department of Justice and shall cooperate, and cause
all Persons which are part of the same "person" (as defined for purposes of the
HSR Act) as the Corporation to cooperate and assist in such filing and
compliance. If any Holder is advised by its legal counsel that its intended
conversion of any Series B Share(s) would or might be subject to any other law,
rule or regulation which requires any filing with or review or approval by any
governmental authority or agency, the Corporation shall promptly comply with any
requirements of such law, rule or regulation applicable to it and shall
cooperate with such Holder in such Holder's efforts to comply with the
requirements of such law, rule or regulation applicable to it on a timely basis.

                                       34
<PAGE>

            (d)  Expenses.  Each of the Corporation and such Holder shall bear
and pay any costs or expenses that it incurs in complying with this Section 9.6,
except that each shall pay one half of any filing fee payable to the FTC or the
Department of Justice pursuant to this Section 9.6 and the HSR Act.

       10.  Conversion Adjustments.

            10.1  Adjustment Generally.  The Conversion Price and the Conversion
Rate shall be subject to adjustment from time to time as hereinafter set forth.
Adjustments of the Conversion Price and the Conversion Rate shall be cumulative
and shall be made successively on each and every occasion that any event
requiring any such adjustment shall occur.  The form of the stock certificate(s)
evidencing the Series B Shares need not be changed because of any adjustment
made pursuant hereto.

            10.2  Stock Dividends, Subdivisions, Combinations and
Recapitalizations.  If the Corporation shall at any time (i) declare or pay a
dividend or declare, pay or make any other distribution on the Common Stock in
shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock
into a greater number of shares or (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, then in each and every such event
the Conversion Price in effect immediately prior to (x) in the case of a
dividend or distribution, the record date for the determination of stockholders
entitled to receive such dividend or distribution (or, if no such record date is
fixed, immediately prior to any other time as of which the stockholders entitled
to participate in such dividend or distribution is determined) or (y) in the
case of a subdivision, combination or reclassification, the effectiveness of
such subdivision, combination or reclassification shall be adjusted to a price
obtained by multiplying such Conversion Price by a fraction of which (1) the
numerator shall be the number of shares of Common Stock outstanding immediately
prior to such record date or effective time referred to in clause (x) or (y) of
this sentence and (2) the denominator shall be the sum of such number of shares
of Common Stock outstanding and the total number of shares of Common Stock
constituting such dividend or distribution.

            An adjustment made pursuant to this Section 10.2 shall become
effective immediately after such record date (or other applicable date referred
to in clause (x) of the immediately preceding sentence) in the case of a
dividend or distribution, subject to Section 10.8(d), and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.

                                       35
<PAGE>

            10.3  Certain Other Distributions.

            (a)  Adjustment Formula.  Subject to Section 10.3(b) and Section
10.3(c), if the Corporation shall at any time declare or make any distribution,
by dividend or otherwise, to all holders of outstanding shares of Common Stock
of any cash or other assets or property of any nature whatsoever, any debt
securities or other evidences of its indebtedness, any capital stock, any other
securities of any nature whatsoever or any warrants, options or other Rights to
subscribe for, purchase or otherwise acquire any assets, property, capital
stock, debt or other securities or evidences of indebtedness (excluding
dividends, distributions or issuances covered by Section 10.2, Rights covered by
Section 10.5 and Convertible Securities covered by Section 10.6), or shall take
a record of such holders for the purpose of entitling them to receive such a
distribution, then the Conversion Price shall be adjusted to equal the product
of

                 (i)    the Conversion Price determined as of immediately prior
to the applicable Adjustment Date determined pursuant to Section 10.3(d)
multiplied by

                 (ii)   a fraction, the numerator of which shall be the excess
of (x) the Current Market Price per share of the Outstanding Common Shares
immediately before such Adjustment Date over (y) the amount allocable to one
share of the Outstanding Common Shares as of such Adjustment Date of the sum of
(A) any such cash so distributable and (B) the Fair Market Value (as determined
as of such date in good faith by the Board) of any and all such evidences of
indebtedness, shares of capital stock, debt securities, other securities,
property, assets or Rights so distributable, and the denominator of which shall
be such Current Market Price per share of the Outstanding Common Shares
immediately before the Adjustment Date.

            (b)  When Adjustment Is Not to be Made.  No adjustment pursuant to
the provisions of Section 10.3(a) shall be made if such adjustment would result
in a Conversion Price that is greater than the Conversion Price in effect prior
to such adjustment. In addition, at the election of the Majority Holders made
within 30 days of receipt of the notice with respect to such adjustment issued
pursuant to Section 10.10, in lieu of the adjustment to the Conversion Price
pursuant to the provisions of Section 10.3(a), but subject to Section 10.3(c),
the Conversion Rate determined as of immediately prior to the effective date for
such adjustment specified in the last sentence of this Section 10.3 shall be
adjusted so that the Holder of any Series B Share thereafter surrendered for
conversion shall be entitled to receive the kind and number or amount of shares
of Common Stock (or other capital stock of the Corporation), other Conversion
Securities and other property or assets which such Holder would have received
(after giving effect to all adjustments required by this Section 10) had such
Series B Share been converted immediately prior to

                 (i)    the record date for the determination of the
stockholders entitled to receive such distribution, or

                 (ii)   if no such record date is fixed, as of any other time as
of which the holders of Common Stock entitled to participate in such
distribution was determined,

                                       36
<PAGE>

plus the kind and amount of cash, other assets or property, debt securities,
other evidences of indebtedness, other securities or Rights which such Holder
would have been entitled to receive by virtue of being the record holder, as of
such record date or other time, of such kind and number or amount of shares of
Common Stock or other Conversion Securities.  For such purpose, it shall be
assumed that such holder of Common Stock or other Conversion Securities failed
to exercise rights of election, if any, as to the kind or amount of shares or
stock, other securities or property receivable in such distribution, provided
that if the kind or amount of shares of stock, other securities or property
receivable in such distribution is not the same for each non-electing share,
then the kind and amount of shares of stock, other securities or property
receivable upon consummation of such transaction for each non-electing share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the non-electing shares.  If after an adjustment a Holder upon conversion of
a Series B Share may receive shares of two or more classes of capital stock of
the Company, the Board shall determine, in good faith, the allocation of the
adjusted Conversion Price between the classes of capital stock.  After such
allocation, the conversion privilege and the Conversion Price shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 10.

            (c)  Special Rule for Distributions of Redeemable Stock.  If by
virtue of the applicability of Section 10.3(b) in any one or more events, the
Conversion Securities issuable upon conversion of any Series B Share consist of
or include any shares of any class or series of capital stock that provides by
its terms a right in favor of the Corporation to call, redeem, exchange or
otherwise acquire all of the outstanding shares or units of such class or series
(such class or series of capital stock being herein referred to as "Redeemable
Stock") and if the Corporation redeems all or any part of the outstanding shares
of such Redeemable Stock prior to the date on which such Series B Share is
converted, then upon conversion of such Series B Share the Holder thereof shall
be entitled to receive, in lieu of such shares of Redeemable Stock or, in the
event of such a partial redemption, a pro rata portion of such shares, the kind
and amount of cash or other assets, securities or other property or
consideration paid by the Corporation with respect to its redemption of an equal
number of shares of such Redeemable Stock. If the consideration so paid upon the
Corporation's redemption of any such Redeemable Stock consists of or includes
any other class or series of Redeemable Stock which is also redeemed before
conversion of any Series B Share, then the provisions of the first sentence of
this Section 10.3(c) (and of this sentence) shall apply to successively to the
shares of such other class or series of Redeemable Stock.

            (d)  Adjustment Date.  The "Adjustment Date" for any distribution in
respect of which an adjustment is required by this Section 10.3 shall be either
(i)  the date of taking of a record of holders of Common Stock for the purpose
of entitling them to receive such distribution or, if no record is taken, at the
date as of which the holders of Common Stock entitled to participate in such
distribution were determined or (ii) the date of such distribution, whichever
date yields the largest decrease in the Conversion Price, as the case may be, in
applying the formula contained in the first sentence of this Section 10.3.

                                       37
<PAGE>

            (e)  Adjustment Effective Date.  An adjustment made pursuant to this
Section 10.3 shall become effective, subject to Section 10.8(d), immediately
after such record date or, if no such record date is fixed, immediately after
the time as of which holders of Common Stock entitled to participate in such
distribution were determined or, if no such time is fixed, as of the date of
such distribution.

            10.4  Issuance of Additional Shares of Common Stock.

            (a)  Adjustment Formula.  Subject to Section 10.4(b), if at any time
the Corporation shall issue, or pursuant to Section 10.5, Section 10.6, Section
10.7 or Section 10.8 be deemed to issue, any Additional Shares of Common Stock
in exchange for consideration in an amount, determined in accordance with
Section 10.8(a) and Section 10.8(e), per Additional Share of Common Stock less
than the Reference Price as of the applicable time of determination specified in
the last sentence of this Section 10.4(a),  then the Conversion Price shall be
adjusted to equal the product obtained by multiplying the Conversion Price in
effect immediately prior to such time of determination by a fraction (i) the
numerator of which shall be the number of Outstanding Common Shares immediately
before such issuance or deemed issuance plus the number of shares which the
aggregate amount of consideration, if any, received by the Corporation upon such
issuance or deemed issuance of all the Additional Shares of Common Stock so
issued or deemed to be issued would purchase at the Reference Price determined
as of such time and (ii) the denominator of which shall be the number of
Outstanding Common Shares immediately before such issuance or deemed issuance
plus such number of Additional Shares of Common Stock so issued or deemed to be
issued. The applicable time of determination shall be:

                 (i)    if the event requiring the adjustment is the taking of a
record date for any dividend or distribution referred to in Section 10.5 or
Section 10.6, as of either the close of business on such record date or the date
such dividend or distribution is paid, whichever produces the highest Reference
Price, or

                 (ii)   in the case of any other issuance or deemed issuance,
immediately prior to the time of such issuance or deemed issuance.

            (b)  When Adjustment is Not Required.  The provisions of Section
10.4(a) shall not apply to any issuance of Additional Shares of Common Stock for
which an adjustment is made under Section 10.2 or Section 10.3.  Subject to
Section 10.7, no adjustment of the Conversion Price shall be made under this
Section 10.4 upon the issuance of any Additional Shares of Common Stock which
are or are deemed to be issued pursuant to (i) the exercise of any Existing
Rights in accordance with the terms thereof in effect as of the Closing Date or
(ii) the exercise of any other Rights or the exercise of any conversion or
exchange rights in any other Convertible Securities if, in the case of any such
Rights or Convertible Securities referred to in this clause (ii) any such
adjustment shall previously have been made, or no such adjustment shall have
been required to be made, upon the issuance of such Rights or upon the issuance
of such Convertible Securities (or upon the issuance of any Rights therefor)
pursuant to Section 10.5 or Section 10.6.

                                       38
<PAGE>

            (c)  Effective Date.  Each adjustment pursuant to this Section 10.4
by reason of any issuance or deemed issuance of any Additional Shares of Common
Stock shall be effective as of the date of such issuance or deemed issuance.

            10.5  Issuance of Rights.

            (a)  Adjustment.  If at any time the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution of, or shall in any manner (whether directly or
indirectly by assumption in a consolidation or in a merger in which the
Corporation is the surviving corporation or otherwise) issue to any Person or
Persons, any Rights to subscribe for, purchase or otherwise acquire any
Additional Shares of Common Stock or any Convertible Securities, in any case
whether or not such Rights or the right to exchange or convert such Convertible
Securities is immediately exercisable, and the consideration per share for which
Common Stock is issuable upon the exercise of such Rights or upon conversion or
exchange of such Convertible Securities, determined pursuant to Section 10.8(a)
and Section 10.8(e), shall be less than the Reference Price determined as of the
applicable time of determination specified in the last sentence of this Section
10.5(a), then the maximum number of shares of Common Stock issuable upon the
exercise of such Rights or, in the case of Rights for Convertible Securities,
upon the conversion or exchange of such Convertible Securities determined as of
such applicable time shall be deemed to be Additional Shares of Common Stock
issued as of such applicable time for such consideration per share and the
Conversion Price shall be adjusted as provided in Section 10.4.   The applicable
time of determination shall be:

                 (i)    if the event requiring the adjustment is the taking of a
record date for any dividend or distribution of Rights referred to in this
Section 10.5(a), as of either the close of business on such record date or the
date such dividend or distribution is paid, whichever produces the highest
Reference Price, or

                 (ii)   in the case of any other issuance of Rights, immediately
prior to the time of such issuance.

            (b)  No Further Adjustment on Exercise. Subject to Section 10.7, no
further adjustments of the Conversion Price shall be made upon the actual
issuance of such Common Stock or of such Convertible Securities upon exercise of
such Rights or upon the actual issuance of such Common Stock upon such
conversion or exchange of such Convertible Securities for which an adjustment
pursuant to this Section 10.5 previously had been made or was not required to be
made. Subject to Section 10.7, no adjustment under this Section 10.5 shall be
required by reason of the grant of Employee Options that have an exercise price
per share of Common Stock at least equal to the Current Market Price at the time
of grant.

                                       39
<PAGE>

            10.6  Issuance of Convertible Securities.

            (a)  Adjustment.  If at any time the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution of, or shall in any manner (whether directly or
indirectly by assumption in a consolidation or in a merger in which the
Corporation is the surviving corporation or otherwise) issue to any Person or
Persons, any Convertible Securities, whether or not the rights to exchange or
convert thereunder are immediately exercisable, and the consideration per share
for which Common Stock is issuable upon such conversion or exchange, determined
pursuant to Section 10.8(a) and Section 10.8(e), shall be less than the
Reference Price determined as of the applicable time of determination specified
in the last sentence of this Section 10.6(a), then the maximum number of shares
of Common Stock issuable upon the conversion or exchange of such Convertible
Securities determined as of such time of determination shall be deemed to be
Additional Shares of Common Stock issued as of such time of determination for
such consideration per share and the Conversion Price shall be adjusted as
provided in Section 10.4.  If the terms of any Convertible Securities provide
for any issuance of additional Convertible Securities (whether in payment of
dividends or interest or otherwise), then each occasion on which any such
additional Convertible Securities are issued shall be deemed a new issuance of
Convertible Securities for which an adjustment pursuant to this Section 10.6
shall be made.  The applicable time of determination shall be:

                 (i)    if the event requiring the adjustment is the taking of a
record date for any dividend or distribution of Rights referred to in this
Section 10.6(a), as of either the close of business on such record date or the
date such dividend or distribution is paid, whichever produces the highest
Reference Price, or

                 (ii)   in the case of any other issuance of Rights, immediately
prior to the time of such issuance.

            (b)  No Further Adjustment Upon Conversion.  Subject to Section
10.7, no further adjustment of the Conversion Price shall be made under this
Section 10.6 upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any Rights therefor if any such adjustment shall
previously have been made upon the issuance of such Rights pursuant to Section
10.5. Subject to Section 10.7, no further adjustments of the Conversion Price
shall be made upon the actual issuance of such Common Stock upon conversion or
exchange of Convertible Securities for which an adjustment pursuant to this
Section 10.6 previously had been made or was not required.

            10.7  Superseding Adjustment.

            (a)  Readjustment if Adjustment Previously Made.  If, at any time
after any adjustment of the Conversion Price shall have been made pursuant to
Section 10.5 or Section 10.6 in respect of any Rights or any Convertible
Securities:

                                       40
<PAGE>

                 (i)    the consideration paid or payable to the Corporation, or
the number of shares of Common Stock issued or issuable, upon the exercise,
conversion or exchange of the Rights or Convertible Securities in respect of
which such adjustment was made is increased or decreased by virtue of provisions
contained therein for an automatic increase or decrease (as the case may be)
upon the occurrence of a specified date or event, any amendment or modification
of or departure from the terms thereof previously in effect or otherwise (other
than under or by reason of an event resulting in a change pursuant to the
provisions set forth in the documents governing such Rights or Convertible
Securities designed to protect against dilution, which event also results in an
adjustment pursuant to this Section 10), the adjustments to the Conversion Price
computed upon the original grant, issuance or sale thereof or upon the taking of
a record date with respect thereto (as the case may be), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be readjusted to the Conversion Price which would then be in effect
had such adjustment originally been made on the basis that such increased or
decreased consideration paid or payable or such increased or decreased number of
shares of Common Stock issued or issuable was the consideration paid or payable
or the number of shares issued or issuable in respect of such Rights or
Convertible Securities which are actually outstanding immediately prior to the
effective time of such increase or decrease (but no such readjustment shall be
made with respect to any Rights or Convertible Securities which for any reason
no longer are outstanding as of such time); or

                 (ii)   any Rights or any rights of conversion or exchange under
Convertible Securities in respect of which such adjustment was made shall expire
without having been fully exercised, the adjustments to the Conversion Price
computed upon the original grant, issuance or sale thereof or upon the taking of
a record date with respect thereto (as the case may be), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if:

                        (1)  in the case of such Rights or Convertible
Securities, the only Additional Shares of Common Stock issued were the shares of
Common Stock, if any, actually issued upon the exercise of such Rights or the
conversion or exchange of such Convertible Securities and the consideration
received for such Additional Shares of Common Stock was, in the case of Rights,
the consideration actually received by the Corporation for the grant, issuance
or sale of all such Rights, whether or not exercised, plus the consideration
actually received by the Corporation upon such exercise, or, in the case of
Convertible Securities, the consideration actually received by the Corporation
for the issuance or sale of all such Convertible Securities which were actually
converted or exchanged, plus the additional consideration, if any, actually
received by the Corporation upon such conversion or exchange; and

                        (2)  in the case of any such Rights exercisable for
Convertible Securities, only the Convertible Securities, if any, actually issued
or sold upon the exercise thereof were issued at the time of grant, issuance or
sale of such Rights, and the consideration received by the Corporation for the
Additional Shares of Common Stock deemed to have been then issued was the
consideration actually received by the Corporation for the grant, issuance or
sale of all such Rights, whether or not exercised, plus the additional
consideration, if any, actually received by the

                                       41
<PAGE>

Corporation upon the issuance or sale of the Convertible Securities with respect
to which such Rights were actually exercised.

            (b)  When Readjustment is Not to be Made.  No readjustment pursuant
to this Section 10.7 shall have the effect of (i) decreasing the number of
shares of Common Stock or the amounts of other Conversion Securities, cash or
other property into which any Series B Share is convertible below the number of
such shares and the amounts of such other Conversion Securities, cash and
property into which such Series B Share would have been convertible if the
original adjustment had not been made but all subsequent adjustments, if any,
required by this Section 10 had been made or (ii) requiring any surrender,
return or redelivery of any shares of Common Stock, other Conversion Securities,
cash or other property delivered upon any conversion of any Series B Share prior
to the time such readjustment is made, requiring that the converting Holder or
any subsequent holder of any such shares of Common Stock, Conversion Securities
or other property make any payment to the Corporation or otherwise affecting
such shares of Common Stock, other Conversion Securities or other property or
the rights or obligations of the converting Holder or any such subsequent holder
with respect thereto. From and after any adjustment or adjustments provided for
in this Section 10.7, the Conversion Price shall continue to be subject to
further adjustment as provided in this Section 10.

            (c)  Adjustment When No Adjustment Was Previously Made.  If, at any
time after any grant, sale or other issuance of any Rights or Convertible
Securities for which an adjustment of the Conversion Price shall not have been
required to be made pursuant to the provisions of Section 10.5 or Section 10.6
(as the case may be), the consideration paid or payable to the Corporation upon
the exercise of such Rights or Convertible Securities is decreased, or the
number of shares of Common Stock issued or issuable upon the exercise of such
Rights or Convertible Securities is increased, in either case by virtue of
provisions contained therein for an automatic decrease or increase (as the case
may be) upon the occurrence of a specified date or event, any amendment or
modification of or departure from the terms thereof previously in effect or
otherwise (other than under or by reason of an event resulting in a change
pursuant to the provisions set forth in the documents governing such Rights or
Convertible Securities designed to protect against dilution, which event also
results in an adjustment pursuant to this Section 10), then such event shall,
for purposes of Section 10.5 (in the case of such Rights) or Section 10.6 (in
the case of such Convertible Securities) be deemed to be a new issuance, as of
the date of the effectiveness of such decrease or increase (as the case may be)
of Rights or Convertible Securities having terms reflecting such changes.

            (d)  Adjustment for Events Affecting Existing Rights.  If the number
of shares of Common Stock issued or issuable upon exercise of any Existing Right
is increased as a direct or indirect result of any amendment or modification of
or departure from the terms thereof previously in effect (other than as a result
of the issuance of the Series B Shares, the conversion of the Series B Shares,
the issuance of the Warrants or the exercise of the Warrants), then such
increased number of shares of Common Stock issued or issuable upon exercise
thereof shall be deemed to be Additional Shares of Common Stock issued as of the
effective date of such increase for the additional consideration, if any,
payable to acquire such increased number of shares upon exercise of such

                                       42
<PAGE>

Existing Right, and the Conversion Price shall be adjusted as provided in
Section 10.4.  If the consideration payable for shares of Common Stock issued or
issuable upon exercise of any Existing Right is decreased as a direct or
indirect result of any amendment or modification of or departure from the terms
thereof previously in effect, then such event shall be deemed to be the
issuance, as of the effective date of such decrease, of a number of Additional
Shares of Common Stock equal to the excess of (i) the maximum number of shares
of Common Stock issuable upon exercise of such Existing Right over (ii) the
number of shares of Common Stock determined by dividing the total consideration,
if any, that would be payable to the Corporation upon the exercise in full of
such Existing Right after giving effect to such decrease by the amount of
consideration per share of Common Stock issuable upon exercise of such Existing
Right that would have been payable to the Corporation absent such decrease.  The
provisions of this Section 10.7(d) are in addition to (and not exclusive of) any
other rights or remedies of such holders in the event that any such amendment,
modification or departure occurs without any required approval of the holders of
Series B Shares.

            10.8  Other Provisions Applicable to Adjustments.  The following
provisions shall be applicable to the making of adjustments provided for in this
Section 10:

            (a)  Computation of Consideration.

            Subject to Section 10.8(e) and the last sentence of this Section
10.8(a):

            (i)    To the extent that any Additional Shares of Common Stock, any
Convertible Securities or any Rights to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Securities shall be issued or deemed
to be issued for cash consideration, the consideration received or deemed to be
received by the Corporation therefor shall be the net amount of the cash
received or deemed to be received by the Corporation therefor (in any such case
subtracting any amounts received in respect of accrued interest, accrued
dividends or other similar amounts which the Corporation may be obligated to pay
to the holders thereof in the future and any compensation, discounts or expenses
paid or incurred by the Corporation in connection with the issuance thereof).

            (ii)   To the extent that such issuance or deemed issuance shall be
for a consideration other than cash, then, except as herein otherwise expressly
provided, the amount of such consideration shall be deemed to be the Fair Market
Value of such consideration at the time of such issuance or deemed issuance as
determined in good faith by the Board.

            (iii)  In case any Additional Shares of Common Stock, any
Convertible Securities or any Rights to subscribe for, purchase or otherwise
acquire Additional Shares of Common Stock or Convertible Securities shall be
issued or deemed to be issued in connection with any merger, consolidation,
share exchange or similar transaction, the amount of consideration therefor
shall be deemed to be the Fair Market Value, as determined in good faith by the
Board, of such portion of the assets and business of the nonsurviving
corporation as the Board in good faith shall determine

                                       43
<PAGE>

to be attributable to such Additional Shares of Common Stock, Convertible
Securities, or Rights, as the case may be.

            (iv)   In case any Additional Shares of Common Stock, any
Convertible Securities or any Rights to subscribe for, purchase or otherwise
acquire Additional Shares of Common Stock or Convertible Securities are issued
or deemed to be issued in combination with each other or with any other
securities or property in connection with any transaction in which the
Corporation receives cash, securities, property or other consideration, or any
combination of the foregoing, then the amount of consideration therefor shall be
deemed to be such portion of the cash, securities, property and other
consideration received by the Corporation as the Board in good faith shall
determine to be attributable to such Additional Shares of Common Stock,
Convertible Securities or Rights, as the case may be, with any noncash
consideration being valued at its Fair Market Value as determined by the Board
in good faith. The consideration for any Additional Shares of Common Stock
issuable or deemed to be issuable pursuant to any Rights to subscribe for,
purchase or otherwise acquire the same shall be the consideration received or
deemed to be received by the Corporation for issuing such Rights plus the
minimum additional consideration, if any, paid or payable to the Corporation
upon the exercise or deemed exercise of such Rights.

            (v)    The consideration for any Additional Shares of Common Stock
issued or issuable pursuant to the terms of any Convertible Securities covered
by any Rights to subscribe for, purchase or otherwise acquire such Convertible
Securities shall be the consideration received or deemed to be received by the
Corporation for issuing such Rights, plus the minimum additional consideration,
if any, paid or payable to the Corporation in respect of the subscription for,
purchase or other acquisition of such Convertible Securities, plus the minimum
additional consideration, if any, paid or payable to the Corporation upon the
exercise or deemed exercise of the right of conversion or exchange in such
Convertible Securities.

            (vi)   The consideration for any Additional Shares of Common Stock
issuable or deemed to be issuable pursuant to the terms of any Convertible
Securities, other than any covered by any Rights to subscribe for, purchase or
acquire the same, shall be the consideration received or deemed to be received
by the Corporation for issuing such Convertible Securities plus the minimum
additional consideration, if any, paid or payable to the Corporation upon the
exercise of the right of conversion or exchange in such Convertible Securities.

            (vii)  For all purposes of this Section 10, all Rights or
Convertible Securities issued or deemed to be issued to directors, officers,
employees or consultants of the Corporation or any Subsidiary shall be deemed to
be issued for no consideration except to the extent the Corporation receives in
exchange for the issuance thereof consideration other than services rendered or
to be rendered.

            (b)  When Adjustments to Be Made.  The adjustments required by this
Section 10 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock into which a Series B Share

                                       44
<PAGE>

is convertible that would otherwise be required may be postponed (except in the
case of a subdivision or combination of shares of the Common Stock) up to, but
not beyond the date of conversion if such adjustment either by itself or with
other adjustments not previously made adds or subtracts less than 1% of the
shares of Common Stock into which a Series B Share is convertible immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 10 and not previously made by virtue of
this Section 10.8(b), would result in a minimum adjustment or on the date of
conversion or, if earlier, upon conversion. For the purpose of any adjustment,
any specified event shall be deemed to have occurred at the close of business on
the date of its occurrence.

            (c)  Fractional Interests.  In computing adjustments under this
Section 10, fractional interests in Common Stock shall be taken into account to
the nearest 1/100th of a share.

            (d)  Delivery of Due Bills.  If, after the taking of any record of
the holders of any class or series of capital stock of the Corporation for the
purpose of entitling them to receive a dividend or distribution for or in
connection with any other event which an adjustment pursuant to this Section 10
is required, but prior to the occurrence of the event for which such record is
taken, any Series B Share is converted, the Corporation shall deliver to the
converting Holder a due bill or other appropriate instrument evidencing such
Holder's right to receive the additional shares of Common Stock, other
securities, cash and other property receivable upon conversion by reason of an
adjustment pursuant to this Section 10 that would have been required by reason
of such dividend, distribution or other event if the Series B Shares had
continued to be outstanding immediately after the occurrence of the event
requiring such adjustment.

            (e)  Certain Determinations.  Any determination of the Current
Market Price of any share of Common Stock or the Fair Market Value of any other
security, asset, property or consideration which may be required to be made by
the Board pursuant to or in connection with the application of any provision of
these Articles may be disputed in good faith by the Holders and any such dispute
shall be resolved by an independent investment banking firm of recognized
national standing jointly selected by the Holders and the Corporation (and whose
fees and expenses shall be paid by the Corporation), whose decision with respect
to such dispute shall be final and conclusive and binding on the Corporation and
all holders of Series B Shares. Any determination by the Board pursuant to
Section 10.9(b) or Section 10.16 may be disputed in good faith by the Holders,
and any such dispute shall be resolved in accordance with Section 10.15.

            (f)  Other Action Affecting Common Stock.  In case at any time or
from time to time the Corporation shall take any action in respect of its Common
Stock which is not one described in any other provision of Section 10 as
requiring an adjustment, then, unless such action will not have an adverse
effect upon the rights and intended benefits of the holders of Series B Shares,
the number of shares of Common Stock and the kind and amount of other securities
and property into which

                                       45
<PAGE>

each Series B Share is convertible shall be increased in such manner as may be
equitable in the circumstances.

            10.9  Multiple Classes of Common Stock.

            (a)  Election Right.  If, at any time while any Series B Shares are
outstanding, the Corporation's authorized capital stock shall include two or
more classes or series of Common Stock, then each Holder shall have the right,
upon each conversion of any of such Holder's Series B Share(s), to elect to
receive such number of shares of each such class or series as such Holder
desires, provided that the total number of shares of all classes and series
selected by such Holder shall not exceed the aggregate number of shares of
Common Stock issuable upon conversion of such Series B Share(s).

            (b)  Adjustment Rights Apply.  If, as a result of any adjustment
made pursuant to Section 10, by virtue of the existence of Section 10.9(a), as a
result of any event referred to in Section 10.16, or otherwise, the Holder of a
Series B Share would, upon conversion thereof, become the holder of more than
one class or series of capital stock of the Corporation, then the Conversion
Rate and the Conversion Price shall be subject to adjustment in respect of each
such class and series of capital stock in a manner and on terms as nearly as
equivalent as practicable to all the provisions set forth in this Section 10,
which manner and terms shall be determined by the Board promptly after each such
adjustment, each such action by the Corporation and each other event which has
or might have such result. Promptly after the Board makes any such
determination, the Corporation shall deliver to each Holder a written notice
which shall describe in reasonable detail the manner and terms so determined.

            10.10  Notices to Holders.

            (a)  Notice of Adjustments.  Whenever the Conversion Price or the
Conversion Rate shall be adjusted pursuant to Section 10, the Corporation at its
expense shall forthwith prepare a certificate to be executed by the chief
financial officer of the Corporation setting forth, in reasonable detail, the
event requiring the adjustment, the nature and amount of such adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination required by any provision of
Section 10), the date as of which such adjustment was or will be effective as
provided herein, the Conversion Price and the Conversion Rate immediately prior
to such event and the Conversion Price and the Conversion Rate immediately after
such adjustment and all other relevant information.   The Corporation shall
promptly cause to be delivered to each Holder a signed copy of such certificate.
The Corporation shall, upon the written request at any time of any Holder,
furnish or cause to be furnished to such Holder a like certificate setting forth
the Conversion Price and the Conversion Rate at the time in effect and showing
how such Conversion Price and Conversion Rate were calculated.

            (b)  Notice of Corporate Action.  If at any time:

                                       46
<PAGE>

                 (i)    the Corporation shall take a record of the holders of
any class, series or issue of its capital stock or other securities for the
purpose of entitling them to receive a dividend or other distribution, or any
right to subscribe for, purchase or otherwise acquire any evidences of its
indebtedness, any shares of capital stock of any class or series, any cash or
any other securities or property, or to receive any other right, interest or
benefit, or

                 (ii)   there shall be any capital reorganization of the
Corporation, any reclassification or recapitalization of the capital stock of
the Corporation or any consolidation or merger or binding share exchange of the
Corporation with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Corporation to,
another Person or any other event referred to in Section 10.16 or within the
definition of the term "Sale of the Company" shall occur or be proposed, or

                 (iii)  there shall be any tender offer or exchange offer for
Conversion Securities of any class, series or issue, or

                 (iv)   there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation,

then the Corporation shall (x) give to each Holder at least 20 days' prior
written notice of the date on which a record date shall be fixed for such
dividend, distribution or right or for determining rights to vote in respect of
any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, (y) promptly
after learning of any such tender or exchange offer, deliver to each Holder
notice thereof, a copy of all written offering material which the Corporation
possesses or reasonably can obtain or if no such materials exist or are
possessed or can reasonably be obtained by the Corporation, a written summary of
all material terms and conditions of and other material facts relating thereto
known to the Corporation and (z) give each Holder at least 20 days' prior
written notice of the scheduled, planned or anticipated date when any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation, winding up or other event shall take
place.  Such notice in accordance with clause (x) of the immediately preceding
sentence also shall specify (i) the date on which any such record is to be taken
for the purpose of the event covered by the notice or any related event, and
(ii) the date on which such event or related event is to take place and, if
applicable, the time, if any such time is to be fixed, as of which the holders
of Common Stock shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable as a result of such event or
related event.

            (c)  Notices To Stockholders.  In addition to the foregoing, each
Holder shall be given the same notices of corporate action or proposed corporate
action as any holder of Common Stock.

            10.11  No Impairment.  The Corporation shall not by or through
amending its Articles of Incorporation, any reorganization, transfer of assets,
consolidation, merger, share exchange, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid

                                       47
<PAGE>

the observance or performance of any of the terms of these Articles, but will at
all times in good faith carry out and assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights and intended benefits of the holders of the Series B
Shares against impairment. Without limiting the generality of the foregoing, the
Corporation (i) will not directly or indirectly increase the par value of any
shares of Common Stock or other capital stock receivable upon the conversion of
any Series B Share above the Conversion Price immediately prior to such increase
in par value, (ii) will not take any action that results in any adjustment to
the Conversion Rate or Conversion Price pursuant to Section 10 if after such
adjustment the total number of shares of Common Stock or shares of any other
class or series of Conversion Stock issuable upon the conversion of all of the
outstanding Series B Shares would exceed the total number of shares of Common
Stock or such other Conversion Stock, respectively, then authorized by the
Corporation's Articles of Incorporation and available and reserved for the
purpose of issuance upon such conversion, (iii) will not enter into any
transaction or take any action which, by reason of any resulting adjustment
hereunder, would cause the Conversion Price to be less than the par value per
share of Common Stock and (iv) will take all such action as may be necessary or
appropriate in order that the Corporation may validly and legally issue shares
of each class and series of Conversion Stock and other Conversion Securities
upon the conversion of any Series B Share which in each case are fully paid,
non-assessable and without personal liability attaching to the ownership thereof
and not subject to preemptive and similar purchase rights.  Upon the request of
any Holder, at any time, the Corporation will acknowledge in writing, in form
satisfactory to such Holder, the continuing validity of each certificate for any
Series B Share(s) then held by such Holder and the obligations of the
Corporation with respect thereto and thereunder.

            10.12  Taking of Record; Stock Transfer Books.  In the case of all
dividends or other distributions by the Corporation to the holders of its Common
Stock with respect to which any provision of Section 10 refers to the taking of
a record of such holders, in each such case the Corporation will not declare,
pay or make any such dividend or distribution unless it shall take such a record
and the Corporation shall take each such record as of the close of business on a
Business Day.  The Corporation shall not be required to convert any shares of
Series B Preferred Stock, and no surrender of Series B Preferred Stock shall be
effective for that purpose, while the stock transfer books of the Corporation
are closed for any proper purpose; but the surrender of Series B Preferred Stock
for conversion during any period while such books are so closed shall become
effective for conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such Series B Preferred Stock was
surrendered for conversion.  The Corporation will not at any time voluntarily
close its stock transfer books so as to result in preventing or delaying the
conversion or transfer of any Series B Share.

            10.13  Each Holder May Enforce Rights.  Notwithstanding any of the
provisions hereof, any Holder, without the consent of any other Holder, or any
holder of any Conversion Securities may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Corporation suitable to enforce, or otherwise in respect of, his
rights with respect to his Series B Shares or Conversion Securities.

                                       48
<PAGE>

            10.14  Office of the Corporation.  As long as any of the Series B
Shares are outstanding, the Corporation shall maintain one or more offices or
agencies where the Series B Shares may be presented for conversion and Series B
Shares and Conversion Securities may be presented for registration of transfer,
division or combination.  Series B Shares and Conversion Securities may, in any
event, be presented for such purposes at the principal executive offices of the
Corporation in the United States.

            10.15  Resolution of Certain Disputes.

            (a)  Consultation.  If there shall arise any dispute between the
Corporation and the Majority Holders concerning the interpretation, application
or operation of the adjustment provisions of Section 10 (other than any such
dispute referred to in the first sentence of Section 10.8(e), which shall be
resolved as stated therein), the Corporation and the Majority Holders will
promptly attempt to settle such dispute through consultation and negotiation in
good faith and in a spirit of mutual cooperation.  If agreement is reached
concerning the resolution of such dispute, then such agreement shall be final,
conclusive and binding on the Corporation and all holders of Series B Shares.

            (b)  Arbitration.  If, on or before the thirtieth day after written
notice of such dispute is given by the Corporation to the holders of the Series
B Shares or the  Majority Holders to the Corporation, such dispute has not been
resolved by the agreement of the Corporation and the Majority Holders, such
dispute shall be settled by an expedited arbitration proceeding conducted in
accordance with the then current Commercial Arbitration rules of the American
Arbitration Association in New York, New York by a single arbitrator who
satisfies the requirements of Section 10.15(e) and who is mutually acceptable to
the Corporation and the Majority Holders or, in the event such Persons fail to
agree upon such arbitrator within ten Business Days after such written notice of
dispute is given, an arbitrator who satisfies such requirements appointed by the
American Arbitration Association upon application of either the Corporation or
the Majority Holders.  Neither the Corporation nor the Majority Holders shall
unreasonably withhold its approval of the selection of an arbitrator satisfying
the requirements of Section 10.15(e).

            (c)  Certain Provisions Applicable to Arbitration.  The Corporation
and the Majority Holders shall provide such arbitrator with such information as
may be reasonably requested in connection with the arbitration of such dispute
and shall otherwise cooperate with each other and such arbitrator in good faith
and with the goal of resolving such dispute as promptly as reasonably
practicable.  The arbitrator shall not have authority to award damages, but
shall have only the authority to determine disputes regarding the matters set
forth in the first sentence of Section 10.15(a).  Subject to the immediately
preceding sentence and to Section 10.15(f), the arbitrator's decision based on
written conclusions of law and fact with respect to the dispute referred to such
arbitration shall be final and binding and may be entered in any court with
jurisdiction, and the Corporation and the holders of the Series B Shares shall
abide by such decision.  Each party shall bear its own costs and expenses,
including attorney's fees, incurred in connection with any arbitration
proceeding, except that the Corporation and the holders of the Series B Shares
(as a

                                       49
<PAGE>

group) each shall pay one-half of all fees, costs and disbursements of the
arbitrator and of or charged by the American Arbitration Association.

            (d)  Other Remedies.  The provisions of this Section 10.15 shall not
in any way limit or otherwise affect (i) the right of any Holder to seek, with
regard to the matter in dispute, specific performance or other injunctive relief
in any court of competent jurisdiction or (ii) the rights or remedies of any
Holder with respect to any claim, controversy or dispute not submitted to and
decided by an arbitrator pursuant to this Section 10.15.

            (e)  Arbitrators.  Each arbitrator appointed pursuant to Section
10.15(a) shall be an attorney who practices law in New York City, who has
substantial experience in sophisticated corporate and securities transactions
generally and in negotiating and drafting "antidilution" provisions of warrants
and convertible securities in particular and who has not, and who is not a
member or employee of any firm which has, rendered legal services to any of the
parties to the dispute or any of their respective Affiliates within the
preceding two years and who has no interest (other than the receipt of customary
fees for his services as an arbitrator) in the matter in dispute.

            (f)  Other Rights Unaffected.  Nothing contained in this Section
10.15 or any other provision hereof is intended to or shall preclude any holder
of any Series B Share or Conversion Securities from exercising or pursuing or
otherwise limiting or affecting the rights or remedies which such holder may
have pursuant to the Purchase Agreement, at law, in equity or otherwise by
reason of any matter which is the subject of or basis for any dispute referred
to in Section 10.15(a) (or any other matter), and the dispute resolution
mechanisms provided for in this Section 10.15 are intended solely as a means of
resolving bona fide disputes concerning the interpretation, application or
operation of the adjustment provisions of Section 10 (other than any such
dispute referred to in the first sentence of Section 10.8(e), which shall be
resolved as stated therein) or bona fide disputes which the last sentence of
Section 10.8(e) provides will be resolved pursuant to this Section 10.15, and
not for the purpose of determining the rights of holders of Series B Shares or
Conversion Securities or the liabilities or obligations of the Corporation, for
the purpose of resolving or settling any claim by any such holder of any breach
or inaccuracy of any representation or warranty of, or any breach or failure to
perform any covenant, agreement or obligation, of the Corporation contained
herein or in the Purchase Agreement or any other Transaction Document (as
defined in the Purchase Agreement) or any other purpose. Without limiting the
generality of the immediately preceding sentence, no decision of any arbitrator
appointed pursuant to this Section 10.15 shall have or be given any res judicata
or similar effect in any action, suit or proceeding in which any claim by any
holder of any Series B Share or Conversion Securities of any breach or
inaccuracy of any representation or warranty of, or any breach or failure to
perform any covenant, agreement or obligation, of the Corporation contained
herein or in the Purchase Agreement or any other agreement or instrument is to
be adjudicated.

                                       50
<PAGE>

            10.16  Reclassification, Consolidation, Merger or Sale, Conveyance
or Lease or Assets.

            (a)  Adjustments.  Unless, as a result of such event, the Series B
Shares are redeemed in accordance with Section 6.2 by reason of the election of
the Majority Holders in accordance with such Section, if any of the following
shall occur while any Series B Shares are outstanding:

                 (i)    any consolidation, merger, binding share exchange or
reorganization to which the Corporation is party (other than a consolidation,
merger, share exchange or reorganization in which the Corporation is the
continuing corporation and which does not result in any reclassification of or
change in the outstanding shares of Conversion Securities of any class or series
issuable upon conversion of the Series B Preferred Stock); or

                 (ii)   any sale, conveyance, transfer or lease to another
Entity of the properties and assets of the Corporation as an entirety or
substantially as an entirety,

then the Corporation or the successor or acquiring Entity, as the case may be,
shall thereupon make appropriate provision, reasonably satisfactory to the
Majority Holders, so that the holders of the Series B Shares then outstanding
shall have the right at any time thereafter, upon conversion of the Series B
Shares, to receive the kind and amount of shares of common stock of such
successor or acquiring Entity, other capital stock or equity interests, other
securities and property receivable or purchasable (as the case may be) upon such
reclassification, change, consolidation, merger, sale, conveyance, transfer or
lease as would be received by a holder of the number of shares of Common Stock,
the number of shares of each other class or series of Conversion Stock and the
kind and amount of all other Conversion Securities issuable upon conversion of
such Series B Shares immediately prior to such consolidation, merger, sale,
conveyance, transfer or lease (after giving effect to all adjustments required
by this Section 10).  If the holders of the Common Stock, any other shares of
Conversion Stock or any other Conversion Securities of any class or series have
rights of election as to the kind or amount of capital stock or other equity
interests, other securities or other property receivable upon consummation of
any such transaction, then the same right of election shall be given to the
holders of the Series B Preferred Stock.  For purposes of this Section 10.16,
"common stock of the successor or acquiring Entity" shall include capital stock
(or other equity interests if such Entity is not a corporation) of such Entity
of any class which is not preferred as to dividends or assets on liquidation
over any other class or series of stock of such corporation (or other equity
interests of a non-corporate Entity) and which is not subject to redemption and
shall also include any evidences of indebtedness, shares of capital stock,
equity interests or other securities which are convertible into or exchangeable
for any such capital stock (or other equity interests), either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such capital stock
(or other equity interests).

            (b)  Express Assumption by Successor or Acquiring Corporation.  In
case of any such merger, consolidation, share exchange, reorganization, or
disposition of assets, the successor or

                                       51
<PAGE>

acquiring corporation shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of these Articles to be
performed and observed by the Corporation and all the obligations and
liabilities thereunder or otherwise with respect thereto, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board) in order to provide for adjustments of shares of the capital stock, other
securities or other property into which Series B Shares are convertible which
shall be as nearly equivalent as practicable to the adjustments provided for in
Section 10. Promptly after the Board makes any such determination, the
Corporation shall deliver to each Holder a written notice which shall describe
in reasonable detail the manner and terms so determined.

            (c)  Provisions Apply Successively.  The foregoing provisions of
this Section 10.16 shall similarly apply to successive reorganizations, mergers,
consolidations or disposition of assets.

Section 11.  Voting Rights.  (a)  The Series B Shares shall not carry voting
rights except as provided in these Articles and except for any voting rights to
which the holders thereof may be or become entitled under the Business
Corporation Act of the State of Colorado as in effect from time to time (or any
successor statutory provisions) or other applicable law.  The foregoing shall
not prevent the Corporation from granting, by contract or otherwise, to any
holder or holders of any Series B Shares any consent or approval, veto or
similar rights of any nature whatsoever.  So long as any shares of the Series B
Preferred Stock are outstanding, each share of Series B Preferred Stock shall
entitle the holder thereof to vote on all matters voted on by holders of Common
Stock, and the shares of Series B Preferred Stock shall vote together with
shares of Common Stock as a single class on such matter.  With respect to any
such vote, each share of Series B Preferred Stock shall entitle its holder to a
number of votes equal to the number of shares of Common  Stock into which such
share of Series B Preferred Stock is convertible at the time of the record date
with respect to such vote (assuming all conditions precedent to such conversion
have been satisfied and that such conversion had occurred as of the record date
for such vote).

            (b)  If on any date (i) the Corporation shall have failed to satisfy
its obligation to redeem shares of Series B Preferred Stock pursuant to the
terms of these Articles or (ii) any default or event of default has occurred and
is continuing under any Indebtedness of the Corporation or any of its
Subsidiaries, the outstanding principal amount of which is in excess of
$5,000,000, and as a result of such default or event of default the holders
thereof have accelerated the maturity thereof, and such default, event of
default or event is not cured or waived within 30 days after the Majority
Holders shall have furnished to the Corporation notice of their intention to
exercise the rights set forth in this Section 11(b), then the number of members
constituting the Board shall be increased (as provided in the resolution adopted
by the Board on April 17, 2000) so as to enable the holders of the Series B
Preferred Stock to designate a majority of the Board of Directors (including the
Series B Directors), and the Holders, voting together as a separate class, shall
have, in addition to the other voting rights set forth herein, the exclusive
right to elect that number of directors (such additional directors, the
"Majority Directors") of the Corporation necessary to fill such newly-created
directorships. Such additional voting right shall continue until such time as
such failure, default, event of default or event is cured, at which time such
additional voting rights of the Series B Preferred

                                       52
<PAGE>

Stock shall terminate subject to revesting in the event of each and every
subsequent event of the character indicated above.

            (c)  The foregoing rights of holders of shares of Series B Preferred
Stock to take any action as provided in this Section 11 may be exercised at any
annual meeting of stockholders or at a special meeting of stockholders held for
such purpose as hereinafter provided or at any adjournment thereof, or by the
written consent, delivered to the Secretary of the Corporation, of the holders
of the minimum number of shares required to take such action.  So long as such
right to vote continues (and unless such right has been exercised by written
consent of the minimum number of shares required to take such action), the
Chairman of the Board may call, and upon the written request of holders of
record of 10% of the outstanding shares of Series B Preferred Stock, addressed
to the Secretary of the Corporation at the principal office of the Corporation,
shall call, a special meeting of the holders of shares entitled to vote as
provided herein.  Such meeting shall be held as soon as reasonably practicable
after delivery of such request to the Secretary, at the place and upon the
notice provided by law and in the By-laws for the holding of meetings of
stockholders.

            (d)  Each director elected pursuant to subsection (b) hereof shall
serve until the next annual meeting or until his or her successor shall be
elected and shall qualify.  In case any vacancy shall occur among the directors
elected pursuant to subsection (b) hereof, such vacancy shall be filled for the
unexpired portion of the term by vote of the remaining director or directors
theretofore elected pursuant to the same subsection (or such director's or
directors' successor in office), if any.  If any such vacancy is not so filled
within 20 days after the creation thereof or if all of the directors so elected
shall cease to serve as directors before their term shall expire, the holders of
the shares of Series B Preferred Stock then outstanding and entitled to vote for
such director pursuant to the provisions of subsection (b) hereof, as the case
may be, may elect successors to hold office for the unexpired terms of any
vacant directorships, by written consent as provided herein, or at a special
meeting of such holders called as provided herein.  The holders of a majority of
the shares entitled to vote for directors pursuant to subsection (b) hereof, as
the case may be, shall have the right to remove with or without cause at any
time and replace any directors such holders have elected pursuant to such
section, by written consent as herein provided, or at a special meeting of such
holders called as provided herein.

            (e)  For so long as TPG is the Beneficial Owner of at least forty
percent (40%) of the Originally Issued Shares, without the consent of the
Majority Holders:

                 (i)    the Corporation shall not amend, alter, repeal or waive
(whether by amendment, merger, consolidation or otherwise) any of the provisions
of its Amended and Restated Articles of Incorporation, these Series B Articles
of Amendment or its By-laws, or any resolution of the Board or any other
instrument establishing and designating any capital stock of the Corporation and
determining the relative rights, privileges, powers or preferences thereof;

                 (ii)   the Corporation shall not, and shall cause each
Subsidiary not to, (A) authorize, create or designate any new class or series of
capital stock, or (B) issue or sell any

                                       53
<PAGE>

shares of capital stock or derivative securities, except as already authorized,
or (C) combine, subdivide or recapitalize the Series B Preferred Stock;

                 (iii)  the Corporation shall not, and shall cause each
Subsidiary not to, engage or participate in, or agree to engage or participate
in, a Sale of the Company, except in the event that such Sale of the Company
would result in proceeds in respect of the Series B Preferred Stock of at least
the greater of (A) two times the Liquidation Price, and (B) a thirty percent
(30%) Rate of Return on the per share purchase price of $1,000 for each Series B
Share paid pursuant to the Purchase Agreement, calculated from the Closing Date
to the date of such transaction, in which case the consent of the Majority
Holders to such Sale of the Company shall not be required;

                 (iv)   appoint or terminate the Chief Executive Officer or any
other member of senior management of the Company; or

                 (v)    alter the number of directors comprising the Board
(other than pursuant to the resolutions of the Board adopted on April 17, 2000).

            (f)  The Corporation shall not enter into any agreement, amend or
modify any existing agreement or obligation or issue any security that
prohibits, conflicts or is inconsistent with, or would be breached by, the
Corporation's performance of its obligations hereunder.

            (g)  Solely for the purposes of this Section 11, the consent of the
Majority Holders shall be deemed to have been given with respect to any matter
if the Series B Directors shall have unanimously consented thereto.

Section 12.  Headings.  The headings of the various sections and subsections
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

Section 13.  Terms Generally.  References herein to "these Articles" are to the
Series B Articles of Amendment as the same may be amended from time to time in
accordance with Section 19. The definitions of terms contained herein shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.  The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The words "herein", "hereof" and "hereunder" and words of similar import refer
to these Articles in its entirety and not to any part hereof, unless the context
shall otherwise require.  All references herein to Sections shall be deemed
references to Sections of these Articles, unless the context shall otherwise
require.  Unless the context shall otherwise require, any references to any
agreement or other instrument or to any statute or regulation or any specific
section or other provision thereof are to it as amended and supplemented from
time to time (and, in the case of a statute or regulation or specific section or
other provision thereof, to any successor to such statute, regulation, section
or other provision).  Unless otherwise expressly provided herein or unless the
context shall otherwise require, any provision of this Agreement using a defined
term (such as "Subsidiary" or "Wholly Owned Subsidiary") which

                                       54
<PAGE>

is based on a specified relationship between one Person and one or more other
Persons shall, as of any time, refer to such Persons who have the specified
relationship as of that particular time. Any reference in this Agreement to a
"day" or number of "days" (without the explicit qualification of "Business")
shall be interpreted as a reference to a calendar day or number of calendar
days. Unless the context clearly indicates otherwise, "or" shall not be
exclusive and means "and/or." When used with reference to any Right or
Convertible Security, the term "exercise" means to exercise the right to
subscribe for, purchase or otherwise acquire shares of Common Stock represented
by such Right or the right to exchange or convert such Convertible Security for
or into shares of Common Stock represented by such Convertible Security, and
variants of such word (including "exercised" and "exercisable") shall have
correlative meanings. Whenever used with respect to any Additional Share of
Common Stock or any other share of Common Stock, the word "issue" includes any
issuance, sale or other method of transfer or delivery of such share, whether
such share is newly issued or is a treasury share and variants of such word
(including "issued", "issuance" or "issuable") used with respect to any
Additional Share of Common Stock or any other share of Common Stock shall have
correlative meanings; therefore, any provision of these Articles which is stated
to be applicable if the Corporation issues or shall issue any share is
applicable both to a newly issued share and to a treasury share sold or
otherwise transferred or delivered. The word "property" shall include assets or
property of any kind, real, personal, tangible or intangible.

Section 14.  Actions on Non-Business Days.  If any action or notice is to be
taken or given on or by a particular calendar day, and such calendar day is not
a Business Day, then such action or notice shall be deferred until, and may be
taken or given on, the next Business Day.

Section 15.  Severability.  If any provision of these Articles shall be illegal,
invalid or unenforceable by reason of any rule of law or public policy, that
provision will be enforced to the maximum extent permissible so as to effect the
intent thereof and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.  In any such
case, if requested by the Majority Holders, the Corporation will negotiate in
good faith to amend these Articles to replace the illegal, invalid or
unenforceable language with legal, valid and enforceable language which as
closely as possible reflects such intent.

Section 16.  Waivers.  Any provision of these Articles that prohibits, limits or
restricts actions by the Corporation, or imposes obligations on the Corporation,
may be waived in whole or in part, or the application of all or any part of such
provision in any particular circumstance or generally may be waived, in each
case with the consent of the Majority Holders, either in writing or by vote at a
meeting called for such purpose at which the holders of Series B Preferred Stock
shall vote as a separate class, unless a greater vote or consent is required
under Colorado law, in which event such greater vote or consent requirement
shall apply.

Section 17.  Defects in Notices.  No failure on the part of the Corporation to
give any notice required by any provision of these Articles, nor any delay or
defect in any such notice which is given or in the giving thereof, shall
adversely affect the rights which the holders of the Series B Preferred Stock
would have if such notice had been duly given on a timely basis, and such
holders shall be

                                       55
<PAGE>

entitled to exercise such rights from and at any time after they acquire actual
knowledge of the matters required to be set forth in such notice.

Section 18.  Specific Performance; Injunctive Relief.  In addition to any other
rights or remedies which may be available at law, in equity or by contract, any
holder from time to time of shares of Series B Preferred Stock shall be entitled
to obtain in any court of competent jurisdiction specific performance of, or an
injunction or other order restraining any act or proposed act by the Corporation
which would result in a violation of, any of the terms or provisions of these
Articles.

Section 19.  Amendment.  The Series B Articles of Amendment may be amended from
time to time by the Board with the affirmative vote at a meeting duly called and
held or written consent of the Majority Holders, unless a greater vote or
consent is required under Colorado law, in which event such greater vote or
consent requirement shall apply.  Unless otherwise required by mandatory
provisions of applicable law, no vote or consent of the holders of any other
class or series of the Corporation's stock shall be necessary.

Section 20.  Decisions by Holders Generally.  Unless otherwise expressly
provided herein, all decisions and determinations required or permitted to be
made hereunder by the holders collectively or as a class (including any decision
as to whether to give any consent or approval) shall be made by the Majority
Holders.  To the maximum extent permitted by law, each Person who is or shall
become a holder of any Series B Share waives all fiduciary duties to such
Person, if any, that the Majority Holders or any other holder otherwise would or
might have in its or their capacities as such.

                                       56
<PAGE>

Dated: April 17, 2000


                              CONVERGENT COMMUNICATIONS, INC.



                              By: /s/ Joseph R. Zell
                                 _________________________________________
                              Name: Joseph R. Zell
                              Title: President and Chief Executive Officer

                              By: /s/ Martin E. Freidel
                                 _________________________________________
                              Name: Martin E. Freidel
                              Title: Secretary



                                       57