<PAGE>
                                                            EXHIBIT 3.2



                           AMENDED AND RESTATED BYLAWS
                                       OF
                                 LOUDCLOUD, INC.

                    amended and restated on February 26, 2002




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                                TABLE OF CONTENTS

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ARTICLE 1....................................................................... 1
1.1      ANNUAL MEETINGS........................................................ 1
1.2      ADVANCE NOTICE PROCEDURES.............................................. 1
1.3      SPECIAL MEETINGS....................................................... 3
1.4      NOTICE OF MEETINGS..................................................... 3
1.5      ADJOURNMENTS........................................................... 3
1.6      QUORUM................................................................. 3
1.7      ORGANIZATION........................................................... 4
1.8      VOTING; PROXIES........................................................ 4
1.9      FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD................ 4
1.10     LIST OF STOCKHOLDERS ENTITLED TO VOTE.................................. 5
1.11     ACTION BY CONSENT OF STOCKHOLDERS...................................... 5

ARTICLE 2....................................................................... 6
2.1      POWERS................................................................. 6
2.2      NUMBER; QUALIFICATIONS................................................. 6
2.3      ELECTION AND TERM OF OFFICE OF DIRECTORS............................... 6
2.4      RESIGNATION AND VACANCIES.............................................. 7
2.5      REMOVAL................................................................ 7
2.6      REGULAR MEETINGS....................................................... 7
2.7      SPECIAL MEETINGS....................................................... 7
2.8      TELEPHONIC MEETINGS PERMITTED.......................................... 8
2.9      QUORUM; VOTE REQUIRED FOR ACTION....................................... 8
2.10     ORGANIZATION........................................................... 8
2.11     INFORMAL ACTION BY DIRECTORS........................................... 8

ARTICLE 3....................................................................... 8
3.1      COMMITTEES............................................................. 8
3.2      COMMITTEE RULES........................................................ 9

ARTICLE 4....................................................................... 9
4.1      EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM  OF
         OFFICE; RESIGNATION; REMOVAL; VACANCIES................................ 9
4.2      POWERS AND DUTIES OF EXECUTIVE OFFICERS................................ 9

ARTICLE 5.......................................................................10
5.1      CERTIFICATES...........................................................10
5.2      LOST, STOLEN OR DESTROYED  STOCK  CERTIFICATES; ISSUANCE
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                               TABLE OF CONTENTS
                                   (continued)

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         OF NEW CERTIFICATES....................................................10
ARTICLE 6.......................................................................10
6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS..............................10
6.2      INDEMNIFICATION OF OTHERS..............................................11
6.3      PREPAYMENT OF EXPENSES.................................................11
6.4      DETERMINATION; CLAIMS..................................................11
6.5      NON-EXCLUSIVITY OF RIGHTS..............................................11
6.6      INSURANCE..............................................................11
6.7      OTHER INDEMNIFICATION..................................................12
6.8      AMENDMENT OR REPEAL....................................................12
ARTICLE 7.......................................................................12
7.1      FISCAL YEAR............................................................12
7.2      SEAL...................................................................12
7.3      WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS,
         DIRECTORS AND COMMITTEES...............................................12
7.4      INTERESTED DIRECTORS; QUORUM...........................................13
7.5      FORM OF RECORDS........................................................13
7.6      AMENDMENT OF BYLAWS....................................................13
ARTICLE 8.......................................................................13
8.1      FRONTERA MERGER........................................................13

APPENDIX A.....................................................................A-1
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                                      -ii-

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                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 LOUDCLOUD, INC.

                 (amended and restated as of February 26, 2002)

                                    ARTICLE 1

                                  STOCKHOLDERS

     1.1 ANNUAL MEETINGS

     An annual meeting of stockholders shall be held for the election of
directors at such date, time and place, either within or without the State of
Delaware, as may be designated by resolution of the Board of Directors from time
to time. Any other proper business may be transacted at the annual meeting.

     1.2 ADVANCE NOTICE PROCEDURES

     (a) At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (A) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (B) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (C) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days before the one year anniversary of the date on which the
corporation first mailed its proxy statement to stockholders in connection with
the previous year's annual meeting of stockholders; provided, however, that in
the event that no annual meeting was held in the previous year or the date of
the annual meeting has been changed by more than thirty (30) days from the from
the prior year, notice by the stockholder to be timely must be so received not
later than the close of business on the later of one hundred twenty (120)
calendar days in advance of such annual meeting and ten (10) calendar days
following the date on which public announcement of the date of the meeting is
first made. A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business,

<PAGE>

(iii) the class and number of shares of the corporation that are beneficially
owned by the stockholder, (iv) any material interest of the stockholder in such
business, and (v) any other information that is required to be provided by the
stockholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "1934 Act"), in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the 1934 Act. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
paragraph (a). The chairman of the annual meeting shall, if the facts warrant,
determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this paragraph (a),
and, if he should so determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.

     (b) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (b) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (b). Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the secretary of the corporation in accordance with the provisions
of paragraph (a) of this Section 1.2. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation that are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (including without limitation such person's
written consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and (ii) as to such stockholder giving
notice, the information required to be provided pursuant to paragraph (a) of
this Section 1.2. At the request of the board of directors, any person nominated
by a stockholder for election as a director shall furnish to the secretary of
the corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (b). The chairman of the meeting
shall, if the facts warrants, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

                                       -2-

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     These provisions shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the board of directors, but in connection therewith no new
business shall be acted upon at any such meeting unless stated, filed and
received as herein provided. Notwithstanding anything in these bylaws to the
contrary, no business brought before a meeting by a stockholder shall be
conducted at an annual meeting except in accordance with procedures set forth in
this Section 1.2.

     1.3 SPECIAL MEETINGS

     A special meeting of the stockholders may be called at any time by the
board of directors, the chairman of the board, the vice chairman of the board or
the president, but such special meetings may not be called by any other person
or persons. Only such business shall be considered at a special meeting of
stockholders as shall have been stated in the notice for such meeting.

     1.4 NOTICE OF MEETINGS

     Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. Unless otherwise provided
by law, the certificate of incorporation or these bylaws, the written notice of
any meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

     1.5 ADJOURNMENTS

     Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     1.6 QUORUM

     Except as otherwise provided by law, the certificate of incorporation or
these bylaws, at each meeting of stockholders the presence in person or by proxy
of the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote at the
meeting shall be necessary and sufficient to constitute a quorum. In the absence
of a quorum, the stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner provided in Section 1.5 of these bylaws
until a quorum shall attend. Shares of its own

                                       -3-

<PAGE>

stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     1.7 ORGANIZATION

     Meetings of stockholders shall be presided over by the Chairman of the
Board, if any, or in his absence by the Vice Chairman of the Board, if any, or
in his absence by the President, or in his absence by a Vice President, or in
the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

     1.8 VOTING; PROXIES

     Except as otherwise provided by the certificate of incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled to
one vote for each share of stock held by him which has voting power upon the
matter in question. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the corporation. Voting at meetings of stockholders need not be by written
ballot and need not be conducted by inspectors of election unless so determined
by the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote thereon
which are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the certificate of incorporation or these bylaws, be
decided by the vote of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all shares of stock entitled to vote
thereon which are present in person or represented by proxy at the meeting.

     1.9 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD

     In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a

                                       -4-

<PAGE>

record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty (60) nor less than ten (10) days before
the date of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a meeting,
shall not be more than ten (10) days from the date upon which the resolution
fixing the record date is adopted by the Board of Directors; and (3) in the case
of any other action, shall not be more than sixty (60) days prior to such other
action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     1.10 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The Secretary shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

     1.11 ACTION BY CONSENT OF STOCKHOLDERS

     Subject to the rights of the holders of the shares of any series of
Preferred Stock or any other class of stock or series thereof having a
preference over the Common Stock as dividend or upon

                                       -5-

<PAGE>

liquidation, any action required or permitted to be taken by the stockholders of
the corporation must be effected at a duly called annual or special meeting of
stockholders of the corporation and may not be effected by any consent in
writing by such stockholders.

                                    ARTICLE 2

                               Board of Directors

     2.1 POWERS

     Subject to the provisions of the General Corporation Law of Delaware and to
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

     2.2 NUMBER; QUALIFICATIONS

     The Board of Directors shall consist of one (1) or more members, the number
thereof to be determined from time to time by resolution of the Board of
Directors. Directors need not be stockholders.

     2.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 2.4 of these bylaws, directors shall hold
office until the expiration of the term for which elected and until a successor
has been elected and qualified; except that if any such election shall not be so
held, such election shall take place at a stockholders' meeting called and held
in accordance with the Delaware General Corporation Law.

     The directors of the corporation shall be divided into three classes as
nearly equal in size as is practicable, hereby designated Class I, Class II and
Class III. The term of office of the initial Class I directors shall expire at
the first regularly-scheduled annual meeting of the stockholders following the
effective date of these bylaws (the "Effective Date"), the term of office of the
initial Class II directors shall expire at the second annual meeting of the
stockholders following the Effective Date and the term of office of the initial
Class III directors shall expire at the third annual meeting of the stockholders
following the Effective Date. For the purposes hereof, the initial Class I,
Class II and Class III directors shall be those directors so designated by the
Board of Directors and elected by the stockholders prior to the Effective Date.
At each annual meeting of stockholders, commencing with the first
regularly-scheduled annual meeting of stockholders following the Effective Date,
each of the successors elected to replace the directors of a Class whose term
shall have expired at such annual meeting shall be elected to hold office until
the third annual meeting next succeeding his or her election and until his or
her respective successor shall have been duly elected and qualified. If the
number of directors is hereafter changed, any newly created directorships or
decrease in directorships

                                       -6-

<PAGE>

shall be so apportioned among the classes as to make all classes as nearly equal
in number as is practicable, provided that no decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     2.4 RESIGNATION AND VACANCIES

     Any director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.
Each director so elected shall hold office until the expiration of the term of
office of the director whom he has replaced and until a successor has been
elected and qualified.

     Vacancies occurring on the Board of Directors for any reason and newly
created directorships resulting from an increase in the authorized number of
directors may be filled only by vote of a majority of the remaining members of
the Board of Directors, although less than a quorum, at any meeting of the Board
of Directors. A person so elected by the Board of Directors to fill a vacancy or
newly created directorship shall hold office until the next election of the
Class for which such director shall have been chosen and until his or her
successor shall have been duly elected and qualified.

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of the State of Delaware (relating
to meetings of stockholders).

     2.5 REMOVAL

     Any director may be removed from office by the stockholders of the
corporation only for cause.

     2.6 REGULAR MEETINGS

     Regular meetings of the Board of Directors may be held at such places
within or without the State of Delaware and at such times as the Board of
Directors may from time to time determine, and if so determined notices thereof
need not be given.

     2.7 SPECIAL MEETINGS

     Special meetings of the Board of Directors may be held at any time or place
within or without the State of Delaware whenever called by the President, any
Vice President, the Secretary, or by any

                                       -7-

<PAGE>

member of the Board of Directors. Notice of a special meeting of the Board of
Directors shall be given by the person or persons calling the meeting at least
twenty-four (24) hours before the special meeting.

     2.8 TELEPHONIC MEETINGS PERMITTED

     Members of the Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting thereof by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.

     2.9 QUORUM; VOTE REQUIRED FOR ACTION

     At all meetings of the Board of Directors a majority of the whole Board of
Directors shall constitute a quorum for the transaction of business. Except in
cases in which the certificate of incorporation or these bylaws otherwise
provide, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

     2.10 ORGANIZATION

     Meetings of the Board of Directors shall be presided over by the Chairman
of the Board, if any, or in his absence by the Vice Chairman of the Board, if
any, or in his absence by the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

     2.11 INFORMAL ACTION BY DIRECTORS

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or such committee.

                                    ARTICLE 3

                                   COMMITTEES

     3.1 COMMITTEES

     The Board of Directors may, by resolution passed by a majority of the whole
Board of Directors, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The Board of Directors may
designate one or more directors as alternate

                                       -8-

<PAGE>

members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
the committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committees
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it.

     3.2 COMMITTEE RULES

     Unless the Board of Directors otherwise provides, each committee designated
by the Board of Directors may make, alter and repeal rules for the conduct of
its business. In the absence of such rules each committee shall conduct its
business in the same manner as the Board of Directors conducts its business
pursuant to Article II of these bylaws.

                                    ARTICLE 4

                                    OFFICERS

     4.1 EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;
         RESIGNATION; REMOVAL; VACANCIES

     The Board of Directors shall elect a President and Secretary, and it may,
if it so determines, choose a Chairman of the Board and a Vice Chairman of the
Board from among its members. The Board of Directors may also choose one or more
Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. Any officer may resign at any time
upon written notice to the corporation. The Board of Directors may remove any
officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
corporation. Any number of offices may be held by the same person. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.

     4.2 POWERS AND DUTIES OF EXECUTIVE OFFICERS

     The officers of the corporation shall have such powers and duties in the
management of the corporation as may be prescribed by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The

                                       -9-

<PAGE>

Board of Directors may require any officer, agent or employee to give security
for the faithful performance of his duties.

                                    ARTICLE 5

                                      Stock

     5.1 CERTIFICATES

     Every holder of stock shall be entitled to have a certificate signed by or
in the name of the corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
corporation, certifying the number of shares owned by him in the corporation.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

     5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
         CERTIFICATES

     The corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                   ARTICLE 6

                                 Indemnification

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall indemnify and hold harmless, to the fullest extent
permitted by the General Corporation Law of Delaware as it presently exists or
may hereafter be amended, any director or officer of the corporation who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by

                                      -10-


<PAGE>

such person in connection with any such action, suit, or proceeding. The
corporation shall be required to indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the corporation.

     6.2 INDEMNIFICATION OF OTHERS

     The corporation shall have the power to indemnify and hold harmless, to the
extent permitted by the General Corporation Law of Delaware as it presently
exists or may hereafter be amended, any employee or agent of the corporation who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding by reason of the fact that he, or a person for
whom he is the legal representative, is or was an employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and
expenses reasonably incurred by such person in connection with any such action,
suit, or proceeding.

     6.3 PREPAYMENT OF EXPENSES

     The corporation shall pay the expenses incurred in defending any proceeding
in advance of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this Article 6 or otherwise.

     6.4 DETERMINATION; CLAIMS

     If a claim for indemnification or payment of expenses under this Article 6
is not paid in full within sixty (60) days after a written claim therefor has
been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

     6.5 NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on any person by this Article 6 shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, these bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

     6.6 INSURANCE

     The corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the

                                      -11-

<PAGE>

corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of Delaware.

     6.7 OTHER INDEMNIFICATION

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

     6.8 AMENDMENT OR REPEAL

     Any repeal or modification of the foregoing provisions of this Article VI
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                                   ARTICLE 7

                                  MISCELLANEOUS

     7.1 FISCAL YEAR

     The fiscal year of the corporation shall be determined by resolution of the
Board of Directors.

     7.2 SEAL

     The corporate seal shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors.

     7.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES

     Any written waiver of notice, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any regular or special meeting
of the stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

                                      -12-

<PAGE>

     7.4 INTERESTED DIRECTORS; QUORUM

     No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer in present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     7.5 FORM OF RECORDS

     Any records maintained by the corporation in the regular course of its
business, including its stock ledger, books of account, and minute books, may be
kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The corporation shall so convert any records so kept upon the request of
any person entitled to inspect the same.

     7.6 AMENDMENT OF BYLAWS

     These bylaws may be altered or repealed, and new bylaws made, by the Board
of Directors, but the stockholders may make additional bylaws and may alter and
repeal any bylaws whether adopted by then or otherwise.

                                   ARTICLE 8

                                RESTRICTED SHARES

     8.1 FRONTERA MERGER

     All shares of the common stock of the Company issuable upon consummation of
the merger (the "Frontera Merger") provided for pursuant to the Agreement and
Plan of Merger and

                                      -13-

<PAGE>

Reorganization, dated February 27, 2002, by and among this corporation, Frontera
Corporation ("Frontera"), Wild West Acquisition Corporation and certain other
parties, as such agreement may be amended from time to time (such merger
agreement, the "Frontera Merger Agreement"), shall be subject to the
restrictions set forth in Appendix A to these bylaws.

                                      -14-

<PAGE>

                                   Appendix A

     1. General Restrictions. Except as consented to in writing by Loudcloud,
Inc. ("Loudcloud") in its sole and absolute discretion, until the one hundred
and eightieth (180th) day after the Closing Date (the "Release Date"), the
Restricted Holders shall not (x) effect an offer, pledge, sale, contract of
sale, short sale, sale of any option or contract to purchase, purchase of any
option or contract to sell, grant of any option, right or warrant to purchase,
gift or other transfer or disposition of, directly or indirectly, any of the
shares of Loudcloud Common Stock issued to them upon consummation of the
Frontera Merger or issuable (i) upon exercise of the Assumed Warrant pursuant to
the terms of the Frontera Merger Agreement or (ii) pursuant to the terms of the
Transition Services Agreements (such shares, including the shares held in the
Escrow Fund pursuant to Article VII of the Frontera Merger Agreement, the
"Frontera Merger Shares") or (y) enter into any swap or other arrangement that
transfers all or a portion of the economic consequences associated with the
ownership of any Frontera Merger Shares (regardless of whether any of the
transactions described in clause (x) or (y) (each, a "Disposition") are to be
settled by the delivery of Frontera Merger Shares, or such other securities, in
cash or otherwise). Loudcloud shall be authorized to cause its transfer agent to
decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of Loudcloud with respect to any of the Frontera Merger
Shares.

     2. Sequential Lapse of Restrictions. Beginning on the Release Date and
ending on the one hundred and eightieth (180th) day after the Release Date, the
Restricted Holders shall not make any Disposition or Dispositions which, in the
aggregate, during either of the two ninety (90) day periods following the
Release Date (each such period, the "Restrictive Period"), exceed 15% of the
Loudcloud's aggregate trading volume on the Nasdaq National Market for the
immediately prior ninety (90) day period; provided, however that the trading
volume reported by Nasdaq shall be divided by two to adjust for Nasdaq's double
counting of sales and purchases. All restrictions contained in this Appendix A
will lapse in full on the first anniversary of the Closing Date. Frontera Merger
Shares shall be released from trading restrictions pursuant to this Section 2 at
the beginning of each Restrictive Period in relation to each Restricted Holder's
Pro Rata Portion of Frontera Merger Shares (such pro rata portion, the
"Disposition Threshold").

     3. Certificates. The certificates representing the Frontera Merger Shares
shall bear a legend in substantially the following form:

          THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS
          ON TRANSFER INCLUDING A 12-MONTH LOCKUP AGREEMENT IN CONNECTION WITH A
          MERGER AS SET FORTH IN THE AGREEMENT AND PLAN OF MERGER AND
          REORGANIZATION DATED FEBRUARY 27, 2002 BY AND AMONG LOUDCLOUD, INC.,
          WILD WEST ACQUISITION CORPORATION, FRONTERA CORPORATION AND CERTAIN
          OTHER PARTIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
          OF THE ISSUER. SUCH TRANSFER

                                       A-1

<PAGE>

          RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. SUCH TRANSFER
          RESTRICTIONS SHALL TERMINATE IN FULL ON ______________, 2003.

     4. Legend Removal. Following the Release Date, at a Restricted Holder's
written request to Loudcloud, Loudcloud will cause its transfer agent to
promptly remove the legends required by this Appendix A from certificates
representing Frontera Merger Shares up to (i) such Restricted Holder's
Disposition Threshold for a particular Restrictive Period, at any time prior to
the end of the second Restrictive Period (provided that such request is made in
connection with a Disposition) or (ii) all such Frontera Merger Shares, at any
time after the end of the second Restrictive Period. At the end of the second
Restrictive Period, Loudcloud shall cause its transfer agent to promptly remove
all stop transfer instructions from all Frontera Merger Shares.

     5. Loudcloud Section 16 Officers. Loudcloud shall cause each of its
"officers," as defined in Rule 16-a of the Securities Exchange Act of 1934 (the
"Loudcloud Officers"), to enter into agreements to be bound by the restrictions
on sales and other transfers set forth in Section 1.

     6. Block Trades. Notwithstanding the restrictions set forth above, the
Restricted Holders and the Loudcloud Officers may enter into block trades
approved in advance in writing by Loudcloud; provided, however, that Loudcloud
may not refuse to consent to a proposed block trade by a Restricted Holder if it
has previously consented to a block trade by a Loudcloud Officer of an
equivalent number of shares of Loudcloud Common Stock and that Loudcloud may not
consent to a proposed block trade by a Loudcloud Officer if it has previously
refused to consent to a block trade by a Restricted Holder of an equivalent
number of shares of Loudcloud Common Stock.

     7. Termination Upon Change of Control. Sections 1, 2 and 3 shall terminate
upon a Change of Control of Loudcloud. A "Change of Control of Loudcloud" means
either (a) the acquisition of all or substantially all of the assets of
Loudcloud or (b) the acquisition of Loudcloud by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger or consolidation) that results in the voting
securities of Loudcloud outstanding immediately prior thereto failing to
represent immediately after such transaction or series of transactions (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or the entity that controls such surviving entity) a majority
of the total voting power represented by the outstanding voting securities of
Loudcloud, such surviving entity or the entity that controls such surviving
entity.

     8. Certain Definitions. For purposes of this Appendix A, the following
terms shall have the following meanings:

          "Assumed Warrant" shall mean the outstanding warrant to purchase up to
          698,515 shares of Frontera's Series B Preferred Stock issued by
          Frontera to America Online Inc.

          "Closing Date" shall mean the closing date provided for by the
          Frontera Merger Agreement.

                                       A-2


<PAGE>

          "Escrow Fund" shall mean the escrow fund provided for by the Frontera
          Merger Agreement.

          "Effective Time" shall mean the time at which the Frontera Merger
          becomes effective under the laws of the State of Delaware.

          "Pro Rata Portion of Frontera Merger Shares" shall mean with respect
          to each Restricted Holder an amount equal to the quotient obtained by
          dividing (x) the number of Frontera Merger Shares held by, or issuable
          upon exercise of the Assumed Warrant held by, such Restricted Holder
          by (y) the Frontera Merger Shares.

          "Restricted Holders" means the stockholders of Frontera and the holder
          of the Assumed Warrant (if the Assumed Warrant is outstanding at the
          Effective Time).

                                       A-3