EXHIBIT 3.1

XO COMMUNICATIONS, INC.

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
AND OTHER SPECIAL RIGHTS OF SERIES C CUMULATIVE CONVERTIBLE
PARTICIPATING PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

1.      
 Number and Designation. 584,375 shares of the Preferred Stock of the
Corporation shall constitute a series designated as Series C Cumulative
Convertible Participating Preferred Stock (the Series C Preferred Stock).

2.      
 Definitions. Unless the context otherwise requires, when used herein
the following terms shall have the meaning indicated.

Board of Directors means the Board of Directors of the Corporation.

Business Day means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York
City, New York generally are authorized or required by law or other
governmental actions to close.

Capital Stock means, with respect to any person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting and/or non-voting) of such persons capital stock, whether
outstanding on the Issue Date or issued after the Issue Date, and any and all
rights (other than any evidence of indebtedness), warrants or options
exchangeable for or convertible into such capital stock.

Change of Control will be deemed to have occurred at such time as any of
the following occur: (i) any person or any persons acting together that would
constitute a group for purposes of Section 13(d) of the Exchange Act, or any
successor provision thereto (other than Eagle River, Craig O. McCaw, Wendy P.
McCaw and their respective affiliates or an underwriter engaged in a firm
commitment underwriting on behalf of the Corporation), shall beneficially own
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision thereto) more than 50% of the aggregate voting power of all classes
of Voting Stock of the Corporation, (ii) neither Mr. Craig O. McCaw nor any
person designated by him to the Corporation as acting on his behalf shall be a
director of the Corporation, or (iii) from and after the date on which the
Corporation has redeemed indefeasibly or defeased in full its obligations in
respect of its 12-1/2% Senior Notes due April 15, 2006 or defeased the
covenants applicable thereto in accordance with their terms, during any period
of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election by the Board of Directors or whose nomination for election by the
shareholders of the Corporation was proposed by a vote of a majority of the
directors of the





---



Corporation 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 of Directors then in office.

Class A Common Stock means any shares of the Corporations Class A
Common Stock, par value $.02 per share, now or hereafter authorized to be
issued, and any and all securities of any kind whatsoever of the Corporation
which may be exchanged for or converted into Class A Common Stock, any and all
securities of any kind whatsoever of the Corporation which may be issued on or
after the date hereof in respect of, in exchange for, or upon conversion of
shares of Class A Common Stock pursuant to a merger, consolidation, stock
split, stock dividend, recapitalization of the Corporation or otherwise.

Common Stock means the Corporations Class A Common Stock, the
Corporations Class B Common Stock, par value $.02 per share, and any other
common stock of the Corporation.

Current Market Price means the average of the daily Market Prices of the
Common Stock for ten consecutive trading days immediately preceding the date
for which such value is to be computed.

Eagle River means Eagle River Investments, L.L.C., a limited liability
company formed under the laws of the State of Washington.

Exchange Act means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated thereunder.

Issue Date means the original date of issuance of shares of Series C
Preferred Stock.

Liquidation Preference with respect to a share of Series C Preferred
Stock means, as at any date, the sum of (i) $1,000.00 plus (ii) any Special
Amount with respect to such share plus (iii) an amount equal to any accrued and
unpaid Preferred Dividends (as defined in paragraph 4(a) below) with respect to
such share from the last Dividend Payment Date through such date.

Market Price means, with respect to the Common Stock, on any given day,
(i) the price of the last trade, as reported on the Nasdaq National Market,
not identified as having been reported late to such system, or (ii) if the
Common Stock is so traded, but not so quoted, the average of the last bid and
ask prices, as those prices are reported on the Nasdaq National Market, or
(iii) if the Common Stock is not listed or authorized for trading on the
Nasdaq National Market or any comparable system, the average of the closing bid
and asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation for that
purpose. If the Common Stock is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder,
the Market Price per share of Common Stock shall be deemed to be the fair value
per share of such security as determined in good faith by the Board of
Directors of the Corporation.

-2-



---



Merger Agreement means the Amended and Restated Agreement and Plan of
Merger and Share Exchange Agreement, dated as of May 10, 2000, by and among
Concentric Network Corporation, the Corporation, Eagle River, Craig O. McCaw
and NM Acquisition Corp.

Net Realizable FMV means, with respect to a share of Common Stock, if
calculable, the amount of gross proceeds net of underwriters discounts,
commissions or other selling expenses received by or to be received by the
holder in connection with the sale of such share of Common Stock on a when
issued basis or immediately after the conversion or, in all other cases, an
amount equal to 97% of the Current Market Price of the Common Stock.

Preference Amount with respect to a share of Series C Preferred Stock
means, as at any date, the sum of (i) $727.273 plus (ii) any Special Amount,
whether or not declared, with respect to such share plus (iii) an amount equal
to any accrued and unpaid Preferred Dividends with respect to such share from
the last Dividend Payment Date through such date.

Series D Designation means the Certificate of Designation for the
Series D Preferred Stock.

Series D Preferred Stock means the Series D Convertible Participating
Preferred Stock, par value $.01 per share, of the Corporation.

Special Amount with respect to a share of Series C Preferred Stock shall
mean all dividends and other amounts which have become payable in respect of
such share under paragraph 4(a) but which have not been paid. The Special
Amount with respect to any such share shall be reduced by the amount of any
such dividends and other amounts actually paid in respect of such share under
paragraph 4(c).

Stock Dividend means (i) the one-for-one stock Class A Common Stock
dividend payable with respect to shares of Class A Common Stock which are
issued and outstanding on June 1, 2000, to be paid to holders of record of
Class A Common Stock as of the close of business on June 15, 2000 and (ii) the
one-for-one stock Class B Common Stock dividend payable with respect to shares
of Class B Common Stock which are issued and outstanding on June 1, 2000, to be
paid to holders of record of Class B Common Stock as of the close of business
on June 15, 2000.

Voting Stock means, with respect to any person, the Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors
or other members of the governing body of such person.

3.      
 Rank. (a) The Series C Preferred Stock and Series D Preferred
Stock each will, with respect to dividend rights and rights on liquidation,
winding-up and dissolution, rank (i) senior to the Corporations 6-1/2%
Cumulative Convertible Preferred Stock, par value $.01 per share, all classes
of Common Stock and to each other class of Capital Stock of the Corporation or
series of Preferred Stock of the Corporation established hereafter by the Board
of Directors of the Corporation the terms of which do not expressly provide
that such class or series ranks senior to, or on a parity with, the Series C
Preferred Stock and Series D Preferred Stock as to dividend rights and rights
on liquidation, winding-up and dissolution of the Corporation

-3-



---



(collectively referred to, together with all classes of Common Stock of
the Corporation, as Junior Securities); (ii) on a parity with each class
of Capital Stock of the Corporation or series of Preferred Stock of the
Corporation established hereafter by the Board of Directors of the Corporation,
the terms of which expressly provide that such class or series will rank on a
parity with the Series C Preferred Stock and Series D Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
(collectively referred to as Parity Securities); and (iii) junior to the
Corporations 14% Senior Exchangeable Redeemable Preferred Shares, par value
$.01 per share (the Senior Exchangeable Redeemable Preferred Shares), and to
each class of Capital Stock of the Corporation or series of Preferred Stock of
the Corporation established hereafter by the Board of Directors of the
Corporation in accordance with Section 9(d) hereof, the terms of which
expressly provide that such class or series will rank senior to the Series C
Preferred Stock and Series D Preferred Stock as to dividend rights and rights
on liquidation, winding-up and dissolution of the Corporation (collectively
referred to as Senior Securities); provided that the relative powers, rights
and preferences of the Series C Preferred Stock and Series D Preferred Stock
vis-a-vis the other shall be as set forth herein and in the Series D
Designation.

(b)      
 The respective definitions of Junior Securities, Parity Securities and
Senior Securities shall also include any warrants, rights or options or other
securities exercisable or exchangeable for or convertible into any of the
Junior Securities, Parity Securities and Senior Securities, as the case may be.

(c)      
 The Series C Preferred Stock shall be subject to the creation of
Junior Securities and Parity Securities and, to the extent permitted by Section
9(d), Senior Securities.

4.      
 Dividends. (a) The holders of shares of Series C Preferred Stock
shall be entitled to receive with respect to each share of Series C Preferred
Stock, when, as and if declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends per annum equal to $54.5455
per share in cash (the Preferred Dividend). Preferred Dividends shall accrue
and shall be cumulative whether or not declared from the Issue Date and shall
be payable quarterly in arrears on March 31, June 30, September 30
and December 31 of each year (unless such day is not a Business Day, in
which event such dividends shall be payable on the next succeeding Business
Day) (each such date being a Dividend Payment Date and each such quarterly
period being a Dividend Period), commencing on March 31, 2000. Each such
dividend shall be payable to the holders of record of shares of the Series C
Preferred Stock as they appear on the stock register of the Corporation at the
close of business on the corresponding Record Date. As used herein, the term
Record Date means, with respect to the dividend payable on March 31,
June 30, September 30 and December 31, respectively, of each year,
the preceding March 15, June 15, September 15 and December 15,
or such other date, not more than 60 days or less than 10 days
preceding the payment dates thereof, as shall be fixed as the record date by
the Board of Directors.

(b)      
 The amount of Preferred Dividends payable for each full Dividend
Period for each outstanding share of Series C Preferred Stock shall be computed
by dividing $54.5455 by four. The amount of Preferred Dividends payable on the
initial Dividend Payment Date, or in respect of any period shorter or longer
than a full Dividend Period, on the Series C Preferred Stock shall be computed
on the basis of twelve 30-day months and a 360-day year. No interest,

-4-



---



or sum or money in lieu of interest, shall be payable in respect of any
dividend payment or payments on the Series C Preferred Stock that may be in
arrears.

(c)
      
 Accrued and unpaid Special Amounts for any past Dividend Periods may
be declared and paid on any subsequent Dividend Payment Date, to holders of
record on the corresponding Record Date.

(d)
      
 So long as any shares of the Series C Preferred Stock are outstanding,
no dividend, except as described in the last sentence of Section 4(e) below and
except as described in the next succeeding sentence, shall be declared or paid
or set apart for payment on any Parity Securities, nor shall any Parity
Securities be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation, directly or
indirectly (except by conversion into or exchange for Parity Securities or
Junior Securities), unless in each case all Special Amounts have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment on the Series C Preferred
Stock for all Dividend Periods terminating on or prior to the date of payment
of the dividend on, or the date of redemption, purchase, or acquisition for
consideration of, such Parity Securities. When Special Amounts are not paid in
full or a sum sufficient for such payment is not set apart, as aforesaid, all
Special Amounts and additional amounts declared upon shares of the Series C
Preferred Stock and all dividends and additional amounts declared upon any
other Parity Securities shall be declared ratably in proportion to the
respective amounts of Special Amounts and additional amounts accumulated and
unpaid on the Series C Preferred Stock and dividends and additional amounts
accumulated and unpaid on such Parity Securities.

(e)
      
 So long as any shares of the Series C Preferred Stock are outstanding,
no dividends shall be declared or paid or set apart for payment and no other
distribution shall be declared or made upon Junior Securities, nor shall any
Junior Securities be redeemed, purchased or otherwise acquired (any such
dividend, distribution, redemption, purchase or acquisition being hereinafter
referred to as a Junior Securities Distribution) for any consideration (or
any moneys be paid to or made available for a sinking fund for the redemption
of any shares of any such stock) by the Corporation, directly or indirectly
(except by conversion into or exchange for Junior Securities), unless in each
case (i) all Special Amounts and additional amounts on all outstanding
shares of the Series C Preferred Stock and accrued and unpaid dividends and
additional amounts on any other Parity Securities shall have been paid or set
apart for payment for all past Dividend Periods with respect to the Series C
Preferred Stock and all past dividend periods with respect to such Parity
Securities and (ii) sufficient funds shall have been paid or set apart for
the payment of the dividend for the current Dividend Period with respect to the
Series C Preferred Stock and the current dividend period with respect to such
Parity Securities. Notwithstanding anything in this Certificate of Designation
to the contrary, the Corporation may declare and pay dividends on Parity Stock
which are payable solely in additional shares of, or by the increase in the
liquidation value of, Parity Stock or on Junior Stock which are payable in
additional shares of, or by the increase in the liquidation value of, Junior
Stock, as applicable, or repurchase, redeem or otherwise acquire Junior Stock
in exchange for Junior Stock, and Parity Stock in exchange for Parity Stock or
Junior Stock.

-5-



---



(f)
      
 So long as any shares of Series C Preferred Stock are outstanding, if
the Corporation pays a dividend in cash, securities or other property on the
Common Stock (other than as described in the last sentence of Section 4(e))
then at the same time the Corporation shall declare and pay a dividend on each
share of Series C Preferred Stock in an amount equal to the Series C Per Share
Participation Amount. The Series C Per Share Participation Amount means, as
at any date, 37.5% of the amount of dividends that would be paid with respect
to the Series C Preferred Stock and Series D Preferred Stock taken together if
converted into Common Stock on the date established as the record date with
respect to such dividend on the Common Stock divided by the number of shares of
Series C Preferred Stock then outstanding.

5.
      
 Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
after payment or distribution of the assets of the Corporation (whether capital
or surplus) shall be made to or set apart for the holders of Senior Securities,
and before any payment or distribution of the assets of the Corporation
(whether capital or surplus) shall be made to or set apart for the holders of
Junior Securities, the holders of the shares of Series C Preferred Stock and
Series D Preferred Stock taken together shall be entitled to receive an amount
in cash equal to the greater of (x) the aggregate Liquidation Preferences
(as set forth herein and in the Series D Designation) of the shares of Series C
Preferred Stock and Series D Preferred Stock as of the date of liquidation, or
(y) the aggregate amount that would have been received with respect to the
shares of Series C Preferred Stock and Series D Preferred Stock if such stock
had been converted to Common Stock immediately prior to such liquidation,
dissolution or winding-up. If, upon any liquidation, dissolution or winding-up
of the Corporation, the assets of the Corporation, or proceeds thereof, shall
be insufficient to pay in full the aforesaid amounts under clause (x) of the
preceding sentence and liquidating payments on all Parity Securities, then such
assets, or proceeds thereof, shall (i) be distributed among the shares of
Series C Preferred Stock and the Series D Preferred Stock taken together and
all such other Parity Securities ratably in accordance with the respective
amounts that would be payable on such shares of Preferred Stock and any such
other Parity Securities if all amounts payable thereon were paid in full and
(ii) the amount distributable under clause (i) to the Series C Preferred Stock
and Series D Preferred Stock taken together, shall first be distributed to the
Series C Preferred Stock until it has received an amount equal to the aggregate
Preference Amounts of all Series C Preferred Stock outstanding as of the date
of liquidation and thereafter 37.5% to the Series C Preferred Stock and 62.5%
to the Series D Preferred Stock. If, upon any liquidation, dissolution or
winding-up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable to the Series C Preferred Stock and Series D Preferred
Stock taken together shall be sufficient to pay in full the aforesaid amounts
under clause (x) of the first sentence of this subsection 5(a) then such amount
shall first be distributed to the Series C Preferred Stock until it has
received an amount equal to the aggregate Preference Amounts of all Series C
Preferred Stock outstanding as of the date of liquidation and thereafter 37.5%
to the Series C Preferred Stock and 62.5% to the Series D Preferred Stock. Any
amounts distributed with respect to the Series C Preferred Stock pursuant to
this paragraph 5(a) shall be allocated pro rata among the shares of Series C
Preferred Stock. For the purposes of this paragraph 5, neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Corporation nor the consolidation or merger of the Corporation with or into
one or more other entities shall be deemed to be a liquidation, dissolution or
winding-up of the Corporation.

-6-



---



(b)
      
 Subject to the rights of the holders of any Parity Securities, after
payment shall have been made in full to the holders of the Series C Preferred
Stock and the Series D Preferred Stock taken together, as provided in this
paragraph 5, any other series or class or classes of Junior Securities
shall, subject to the respective terms and provisions (if any) applying
thereto, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series C Preferred Stock, Series D
Preferred Stock and any Parity Securities shall not be entitled to share
therein.

6.
      
 Redemption. (a) The Series C Preferred Stock shall not be
redeemable by the Corporation prior to the later of (i) the fifth anniversary
of the Issue Date and (ii) the date on which the Corporation has redeemed
indefeasibly or defeased in full its obligations in respect of its 12-1/2%
Senior Notes due April 15, 2006 or defeased the covenants applicable thereto in
accordance with their terms (the Redemption Trigger Date). On and after the
Redemption Trigger Date, to the extent the Corporation shall have funds legally
available for such payment, and subject to the rights of the holders pursuant
to Section 8 hereof, the Corporation may redeem at its option shares of
Series C Preferred Stock, at any time in whole or from time to time in part, at
a redemption price per share equal to the Liquidation Preference as of the date
fixed for redemption, without interest; provided that the Corporation shall
only be entitled to redeem shares of the Series C Preferred Stock if shares of
the Series D Preferred Stock are also redeemed on a proportional basis based on
the percentage of each series of shares outstanding at such time.

(b)
      
 To the extent the Corporation shall have funds legally available
therefor, during the 180-day period commencing on the tenth anniversary of the
Issue Date, the holders of the Series C Preferred Stock shall have the right to
cause the Corporation to redeem at any time in whole or from time to time in
part outstanding shares of Series C Preferred Stock, if any, at a redemption
price per share in cash equal to the Liquidation Preference, without interest;
provided that upon any such election the Corporation shall be required to
redeem a proportional amount of the Series D Preferred Stock.

(c)
      
 Shares of Series C Preferred Stock which have been issued and
reacquired by the Corporation in any manner, including shares purchased or
redeemed, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) be retired and have the status of authorized and
unissued shares of the class of Preferred Stock undesignated as to series and
may be redesignated and reissued as part of any series of the Preferred Stock;
provided that no such issued and reacquired shares of Series C Preferred Stock
shall be reissued or sold as Series C Preferred Stock.

(d)
      
 If the Corporation is unable or shall fail to discharge its obligation
to redeem outstanding shares of Series C Preferred Stock pursuant to
paragraph 6(b) (the Mandatory Redemption Obligation), the Mandatory
Redemption Obligation shall be discharged as soon as the Corporation is able to
discharge such Mandatory Redemption Obligation. If and so long as any
Mandatory Redemption Obligation with respect to the Series C Preferred Stock
shall not be fully discharged, the Corporation shall not (i) directly or
indirectly, redeem, purchase, or otherwise acquire any Parity Security or
discharge any mandatory or optional redemption, sinking fund or other similar
obligation in respect of any Parity Securities or (ii) declare or make any
Junior Securities Distribution, or, directly or indirectly, discharge any

-7-



---



mandatory or optional redemption, sinking fund or other similar obligation
in respect of any Junior Securities.

7.
      
 Procedure for Redemption. (a) In the event that fewer than all the
outstanding shares of Series C Preferred Stock are to be redeemed, in the case
of Section 6(a), the number of shares to be redeemed shall be determined by
the Board of Directors and the shares to be redeemed shall be selected pro rata
(with any fractional shares being rounded to the nearest whole shares).
Notwithstanding anything in Section 6 to the contrary, the Corporation
shall only redeem shares of Series C Preferred Stock pursuant to
Section 6(a) or 6(b) on a proportional basis based on the percentage of
each series of shares outstanding at such time.

(b)
      
 In the event the Corporation shall redeem shares of Series C Preferred
Stock pursuant to Section 6(a), notice of such redemption shall be given by
first class mail, postage prepaid, mailed not less than 30 days nor more
than 60 days prior to the redemption date, to each holder of record of the
shares to be redeemed at such holders address as the same appears on the stock
register of the Corporation; provided that neither the failure to give such
notice nor any defect therein shall affect the validity of the giving of notice
for the redemption of any share of Series C Preferred Stock to be redeemed
except as to the holder to whom the Corporation has failed to give said notice
or except as to the holder whose notice was defective. Each such notice shall
state: (i) the redemption date; (ii) the number of shares of Series C
Preferred Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of shares to be redeemed from such
holder; (iii) the redemption price; (iv) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.

(c)
      
 Notice having been mailed as aforesaid, if applicable, from and after
the redemption date, dividends on the shares of Series C Preferred Stock so
called for redemption shall cease to accrue, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from
the Corporation the redemption price and except the right to convert shares so
called for redemption prior to the close of business on the date immediately
preceding the date fixed for such redemption) shall cease. Upon surrender in
accordance with said notice, if applicable, of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, if the Board of
Directors shall so require and the notice shall so state), such shares shall be
redeemed by the Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.

8.
      
 Conversion. (a) (i) Subject to the provisions of this
Section 8, the holders of shares of Series C Preferred Stock shall have the
right, at any time in whole and from time to time in part, at such holders
option, to convert any or all outstanding shares (and fractional shares) of
Series C Preferred Stock held by such holders into fully paid and
non-assessable shares of Class A Common Stock; provided that upon the exercise
by any holder of Series C Preferred Stock of this conversion option, a
proportional amount, based on the percentage of each series of shares
outstanding, of the Series D Preferred Stock shall automatically convert in
accordance with the terms of the Series D Designation. At any time and from
time to time the outstanding shares of Series C Preferred Stock and Series D
Preferred Stock taken together shall

-8-



---



be convertible into a number of shares of Class A Common Stock (the
Aggregate Conversion Shares) equal to the aggregate Liquidation Preferences
of the shares of the Series C Preferred Stock and the Series D Preferred Stock
as set forth herein and in the Series D Designation as of the date of
conversion divided by $17.00, subject to adjustment from time to time pursuant
to paragraph 8(g) hereof (the Conversion Price). The Series C Preferred
Stock outstanding as at any date shall be convertible into a number of shares
of Class A Common Stock (the Aggregate Series C Conversion Shares) equal to
the sum of (A) the aggregate Preference Amounts with respect to all outstanding
shares of Series C Preferred Stock divided by the Net Realizable FMV of a share
of Class A Common Stock at the time of conversion plus (B) .375 times the
excess, if any, of the Aggregate Conversion Shares over the number determined
pursuant to clause (A). Each share of Series C Preferred Stock being converted
shall convert into a number of shares of Class A Common Stock equal to the
Aggregate Series C Conversion Shares divided by the number of shares of Series
C Preferred Stock then outstanding. Notwithstanding any call for redemption
pursuant to Section 6(a), the right to convert shares so called for
redemption shall terminate at the close of business on the date immediately
preceding the date fixed for such redemption unless the Corporation shall
default in making payment of the amount payable upon such redemption.

(ii)
      
 In the case of any partial conversion of Series C Preferred Stock by
the holders thereof, selection of the Series D Preferred Stock for automatic
conversion will be made by the Corporation in compliance with the requirements
of the principal national securities exchange, if any, on which the Series D
Preferred Stock is listed, or if the Series D Preferred Stock is not listed on
a national securities exchange, on a pro rata basis, by lot or such other
method as the Corporation, in its sole discretion, shall deem fair and
appropriate; provided, however, that the Corporation may redeem all the shares
held by holders of fewer than 5 shares of Series D Preferred Stock (or all
of the shares held by the holders who would hold less than 5 shares of
Series D Preferred Stock as a result of such redemption) as may be determined
by the Corporation.

(b)
      
 (i) 
      
In order to exercise the conversion privilege, the holder of the
shares of Series C Preferred Stock to be converted shall surrender the
certificate representing such shares at the principal executive offices of the
Corporation, with a written notice of election to convert completed and signed,
specifying the number of shares to be converted. Unless the shares issuable on
conversion are to be issued in the same name as the name in which such shares
of Series C Preferred Stock are registered, each share surrendered for
conversion shall be accompanied by instruments of transfer, in form
satisfactory to the Corporation, duly executed by the holder or the holders
duly authorized attorney, and an amount sufficient to pay any transfer or
similar tax.

(ii)
      
 As promptly as practicable after the surrender by the holder of the
certificates for shares of Series C Preferred Stock as aforesaid, the
Corporation shall issue and shall deliver to such holder, or on the holders
written order to the holders transferee, (x) a certificate or certificates
for the whole number of shares of Class A Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this
paragraph 8, (y) any cash adjustment required pursuant to
Section 8(f), and (z) in the event of a conversion in part, a certificate
or certificates for the whole number of shares of Series C Preferred Stock not
being so converted.

-9-



---



(iii)
      
 Each conversion of shares of Series C Preferred Stock pursuant to
paragraph 8(a) shall be deemed to have been effected immediately prior to the
close of business on the date on which the certificates for shares of Series C
Preferred Stock shall have been surrendered and such notice received by the
Corporation as aforesaid, and the person in whose name or names any certificate
or certificates for shares of Class A Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder of record of the shares of
Class A Common Stock represented thereby at such time on such date and such
conversion shall be into a number of whole shares of Class A Common Stock in
respect of the shares of Series C Preferred Stock being converted as determined
in accordance with this Section 8 at such time on such date. All shares of
Class A Common Stock delivered upon conversion of the Series C Preferred Stock
will upon delivery be duly and validly issued and fully paid and
non-assessable, free of all liens and charges and not subject to any preemptive
rights. Upon the surrender of certificates representing the shares of Series C
Preferred Stock to be converted, the shares to be so converted shall no longer
be deemed to be outstanding and all rights of a holder with respect to such
shares surrendered for conversion shall immediately terminate except the right
to receive the Class A Common Stock and other amounts payable pursuant to this
paragraph 8 and a certificate or certificates representing the shares of
Series C Preferred Stock not converted.

(c)

      
 (i)

      
 Upon delivery to the Corporation by a holder of shares of Series C
Preferred Stock of a notice of election to convert, the right of the
Corporation to redeem such shares of Series C Preferred Stock shall terminate,
regardless of whether a notice of redemption has been mailed as aforesaid.

(ii)

      
 If a holder of Series C Preferred Stock delivers to the Corporation a
certificate therefor and a notice of election to convert, the Series C
Preferred Stock to be converted shall cease to accrue dividends pursuant to
paragraph 4 but shall continue to be entitled to receive pro rata dividends
for the period from the last Dividend Payment Date to the date of delivery of
the notice of election to convert in preference to and in priority over any
dividends on any Junior Securities.

(iii)
      
 Except as provided above and in paragraph 8(g), the Corporation
shall make no payment or adjustment for accrued and unpaid dividends on shares
of Series C Preferred Stock, whether or not in arrears, on conversion of such
shares or for dividends theretofore paid on the shares of Class A Common Stock.

(d)
      
 (i)
      
 The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, such number of its authorized but
unissued shares of Class A Common Stock as shall be required for the purpose of
effecting conversions of the Series C Preferred Stock.

(ii)
      
 Prior to the delivery of any securities which the Corporation shall
be obligated to deliver upon conversion of the Series C Preferred Stock, the
Corporation shall comply with all applicable federal and state laws and
regulations which require action to be taken by the Corporation.

-10-



---



(e)
      
 The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares
of Class A Common Stock on conversion of the Series C Preferred Stock pursuant
hereto; provided that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issue or
delivery of shares of Class A Common Stock in a name other than that of the
holder of the Series C Preferred Stock to be converted and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

(f)
      
 In connection with the conversion of any shares of Series C Preferred
Stock, no fractions of shares of Class A Common Stock shall be required to be
issued to the holder of such shares of Series C Preferred Stock, but in lieu
thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied
by the Market Price per share of Class A Common Stock on the business day next
preceding the business day on which such shares of Series C Preferred Stock are
deemed to have been converted.

(g)
      
 (i)
      
 In case the Corporation shall at any time after the Issue Date
(A) declare a dividend or make a distribution on Common Stock payable in
Common Stock (other than dividends or distributions payable to holders of the
Series C Preferred Stock including dividends paid as contemplated by Section
4(f)), (B) subdivide or split the outstanding Common Stock, (C) combine
or reclassify the outstanding Common Stock into a smaller number of shares,
(D) issue any shares of its Capital Stock in a reclassification of Common
Stock (including any such reclassification in connection with a consolidation
or merger in which the Corporation is the continuing corporation), or
(E) consolidate with, or merge with or into, any other person, the
Conversion Price in effect at the time of the record date for such dividend or
distribution or on the effective date of such subdivision, split, combination,
consolidation, merger or reclassification shall be adjusted so that the
conversion of the Series C Preferred Stock after such time shall entitle the
holder to receive the aggregate number of shares of Common Stock or other
securities of the Corporation (or other securities into which such shares of
Common Stock have been converted, exchanged, combined, consolidated, merged or
reclassified pursuant to clause 8(g)(i)(C), 8(g)(i)(D) or 8(g)(i)(E) above)
which, if the Series C Preferred Stock had been converted immediately prior to
such time, such holder would have owned upon such conversion and been entitled
to receive by virtue of such dividend, distribution, subdivision, split,
combination, consolidation, merger or reclassification. Such adjustment shall
be made successively whenever an event listed above shall occur.

(ii)
      
 In case the Corporation shall issue or sell any Common Stock (or
rights, options, warrants or other securities convertible into or exercisable
or exchangeable for shares of Common Stock), other than shares of Common Stock
issued pursuant to the Merger Agreement, without consideration or for a
consideration per share (or having a conversion, exchange or exercise price per
share) less than the Current Market Price on the date of such issuance (or, in
the case of convertible or exchangeable or exercisable securities, less than
the Current Market Price as of the date of issuance of the rights, options,
warrants or other securities in respect of which shares of Common Stock were
issued) then, and in each such case, the Conversion Price shall be reduced to
an amount determined by multiplying (A) the Conversion

-11-



---



Price in effect on the day immediately prior to such date by (B) a
fraction, the numerator of which shall be the sum of (1) the number of
shares of Common Stock outstanding immediately prior to such sale or issuance
multiplied by the then applicable Current Market Price (such Current Market
Price, the Adjustment Price) and (2) the aggregate consideration
receivable by the Corporation for the total number of shares of Common Stock so
issued (or into or for which the rights, options, warrants or other securities
are convertible, exercisable or exchangeable), and the denominator of which
shall be the sum of (x) the total number of shares of Common Stock outstanding
immediately prior to such sale or issue and (y) the number of additional
shares of Common Stock issued (or into or for which the rights, options,
warrants or other securities may be converted, exercised or exchanged),
multiplied by the Adjustment Price. In case any portion of the consideration
to be received by the Corporation shall be in a form other than cash, the fair
market value of such noncash consideration shall be utilized in the foregoing
computation. Such fair market value shall be determined in good faith by the
Board of Directors. Notwithstanding anything herein to the contrary, no
adjustment in the Conversion Price shall be made under this clause 8(g)(ii):
(a) to the extent the holders of Series C Preferred Stock participate in any
such distribution in accordance with Section 4(f) hereof and (b) to the extent
the holders of Series C Preferred Stock participate in any such distribution by
way of an adjustment to the Conversion Price pursuant to Section 8(g)(i)
hereof.

(iii)
      
 In case the Corporation shall fix a record date for the issuance on
a pro rata basis of rights, options or warrants to the holders of its Common
Stock or other securities entitling such holders to subscribe for or purchase
shares of Common Stock (or securities convertible into or exercisable or
exchangeable for shares of Common Stock) at a price per share of Common Stock
(or having a conversion, exercise or exchange price per share of Common Stock,
in the case of a security convertible into, or exerciseable or exchangeable
for, shares of Common Stock) less than the Current Market Price on such record
date, the maximum number of shares of Common Stock issuable upon exercise of
such rights, options or warrants (or conversion of such convertible securities)
shall be deemed to have been issued and outstanding as of such record date and
the Conversion Price shall be adjusted pursuant to paragraph 8(g)(ii)
hereof, as though such maximum number of shares of Common Stock had been so
issued for an aggregate consideration payable by the holders of such rights,
options, warrants or other securities prior to their receipt of such shares of
Common Stock. In case any portion of such consideration shall be in a form
other than cash, the fair market value of such noncash consideration shall be
determined as set forth in paragraph 8(g)(ii) hereof. Such adjustment
shall be made successively whenever such record date is fixed; and in the event
that such rights, options or warrants are not so issued or expire in whole or
in part unexercised, or in the event of a change in the number of shares of
Common Stock to which the holders of such rights, options or warrants are
entitled (other than pursuant to adjustment provisions therein comparable to
those contained in this paragraph 8(g)), the Conversion Price shall again
be adjusted as follows: (A) in the event that all of such rights, options or
warrants expire unexercised, the Conversion Price shall be the Conversion Price
that would then be in effect if such record date had not been fixed; (B) in the
event that less than all of such rights, options or warrants expire
unexercised, the Conversion Price shall be adjusted pursuant to
paragraph 8(g)(ii) to reflect the maximum number of shares of Common Stock
issuable upon exercise of such rights, options or warrants that remain
outstanding (without taking into effect shares of Common Stock issuable upon
exercise of rights, options or warrants that have lapsed or expired); and
(C) in the event of a change in the number of shares of Common Stock to
which

-12-



---



the holders of such rights, options or warrants are entitled, the
Conversion Price shall be adjusted to reflect the Conversion Price which would
then be in effect if such holder had initially been entitled to such changed
number of shares of Common Stock. Notwithstanding anything herein to the
contrary, no further adjustment to the Conversion Price shall be made upon the
issuance or sale of Common Stock upon the exercise of any rights, options or
warrants to subscribe for or purchase Common Stock, if any adjustment in the
Conversion Price was made or required to be made upon the record date for the
issuance or sale of such rights, options or warrants under this
clause 8(g)(iii). Notwithstanding anything herein to the contrary, no
adjustment in the Conversion Price shall be made under this clause 8(g)(iii) to
the extent the holders of Series C Preferred Stock participate in any such
distribution in accordance with Section 4(f) hereof.

(iv)
      
 (X) In case the Corporation shall fix a record date for the making of
a distribution (other than distributions paid exclusively in cash under
subparagraph (iv)(Y) below) to all holders of any class of Common Stock
(including any such distribution made in connection with a consolidation or
merger in which the Corporation is the continuing corporation) of evidences of
indebtedness, assets or other property, the Conversion Price to be in effect
after such record date shall be determined by multiplying the Conversion Price
in effect immediately prior to such record date by a fraction, (A) the
numerator of which shall be the Conversion Price immediately prior to such
distributions less the fair market value (determined as set forth in
paragraph 8(g)(ii) hereof) of the portion of the assets, other property or
evidence of indebtedness so to be distributed which is applicable to one share
of Common Stock and (B) the denominator of which shall be the Conversion
Price immediately prior to such distributions. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Conversion Price shall again be adjusted to be
the Conversion Price which would then be in effect if such record date had not
been fixed.

(Y)
      
 An adjustment to the Conversion Price also shall be made in respect of
dividends and distributions paid exclusively in cash to all holders of any
class of Common Stock (excluding any dividend or distribution in connection
with the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, and any cash that is distributed upon a merger,
consolidation or other transaction for which an adjustment pursuant to
paragraph 8(g)(i) is made) where the sum of (1) all such cash dividends
and distributions made within the preceding 12 months in respect of which
no adjustment has been made and (2) any cash and the fair market value
(determined as set forth in paragraph 8(g)(ii) hereof) of other consideration
paid in respect of any repurchases of Common Stock by the Corporation or any of
its subsidiaries within the preceding 12 months in respect of which no
adjustment has been made, exceeds 2% of the Corporations market capitalization
(being the product of the then Current Market Price of the Common Stock times
the aggregate number of shares of Common Stock then outstanding on the record
date for such distribution). The Conversion Price to be in effect after such
adjustment shall be determined by subtracting from the Conversion Price in
effect prior to such adjustment an amount equal to the quotient of (A) the sum
of clause (1) and clause (2) above and (B) the number of shares of Common Stock
outstanding on the date such adjustment is to be determined.

(Z)
      
 Notwithstanding anything herein to the contrary, no adjustment in the
Conversion Price shall be made under this clause 8(g)(iv): (a) to the extent
the holders of Series C Preferred Stock participate in any such distribution in
accordance with Section 4(f) hereof and

-13-



---



(b) to the extent the holders of Series C Preferred Stock participate in
any such distribution by way of an adjustment to the Conversion Price pursuant
to Section 8(g)(i) hereof.

(v)
      
 No adjustment to the Conversion Price pursuant to (a)
paragraphs 8(g)(ii), 8(g)(iii) or 8(g)(iv) above shall be required unless
such adjustment would require an increase or decrease of at least $.25 in the
Conversion Price or (b) paragraph 8(g)(ii) above shall be required with respect
to rights, options, warrants or other securities outstanding on the Issue Date
or issued pursuant to the Companys employee benefit plans in effect on the
Issue Date or reserved for issuance thereunder as of the Issue Date or stock
options granted after the Issue Date pursuant to any stock option plans adopted
by the Board of Directors so long as such options have an exercise price not
less than the Market Price on the day preceding such grant; provided, however,
that any adjustments which by reason of paragraph 8(g)(v)(a) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this paragraph 8(g) shall be
made to the nearest four decimal points.

(vi)
      
 In the event that, at any time as a result of the provisions of this
paragraph 8(g), a holder of Series C Preferred Stock upon subsequent
conversion shall become entitled to receive any shares of Capital Stock of the
Corporation other than Common Stock, the number of such other shares so
receivable upon conversion of Series C Preferred Stock shall thereafter be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained herein.

(vii)
      
 If, as a result of the operation of paragraphs 8(g)(ii),
8(g)(iii) or 8(g)(iv) above and corresponding provisions in the Series D
Designation, the cumulative number of shares of Class A Common Stock issued
or issuable upon conversion of the Series C Preferred Stock and Series D
Preferred Stock, after giving effect to (x) the adjustments described in
such paragraphs and corresponding provisions in the Series D Designation and
(y) all prior conversions of the Series C Preferred Stock and Series D
Preferred Stock, would equal or exceed a number (the Threshold Number) equal
to 20% of the outstanding shares of Class A Common Stock as of the Issue
Date and if the Company receives a written opinion of its outside counsel that
the issuance of such shares in excess of the Threshold Number would violate the
rules of the Nasdaq National Market or any other exchange on which the Class A
Common Stock is then quoted or traded, then until and unless the Corporation
obtains the approval of its common stockholders for the issuance of any such
shares of Class A Common Stock in excess of the Threshold Number, the
holders shall only be entitled to exercise their conversion rights with respect
to a maximum number of Series C and Series D Preferred Stock that would not
result in an amount of shares of Class A Common Stock being issued in excess of
the Threshold Number, but in any case, the Conversion Price shall be adjusted
as provided in such paragraphs. If, as a result of the operation of the
preceding sentence, the conversion rights of the holders of Series C Preferred
Stock are limited by operation thereof because appropriate stockholder approval
has not been obtained, the Corporation agrees for the benefit of the holders of
Series C Preferred Stock and Series D Preferred Stock to use its reasonable
best efforts to seek, as promptly as reasonably practicable, the requisite
approval of its common stockholders (and shall seek such approval as often as
necessary to obtain such approval), and will recommend to its stockholders that
they vote in favor of a resolution providing for such approval, for the amount
of shares of Class A Common Stock that would be issued or issuable upon
conversion in full of all outstanding Series C and Series D Preferred Stock.
Notwithstanding anything to the contrary set

-14-



---



forth above, the holders of Series C Preferred Stock and Series D
Preferred Stock shall be entitled to exercise such holders conversion rights
in full (after giving effect to any and all anti-dilution adjustments resulting
from operation of paragraphs 8(g)(ii), 8(g)(iii) or 8(g)(iv)) in connection
with any merger, consolidation or other transaction in which such Series C
Preferred Stock, Series D Preferred Stock or Class A Common Stock is being
converted into or exchanged for cash, securities or other property in
connection with such merger, consolidation or other transaction. In the event
that the Corporation elects to redeem the shares of Series C Preferred Stock
and Series D Preferred Stock at a time when the holders right to convert such
shares into Class A Common Stock is limited as provided in this paragraph (g),
and such holders seek to exercise such conversion rights prior to the date
fixed for redemption in accordance with this Section 8 (the Redemption Date),
then if the total number of shares of Class A Common Stock issued or issuable
upon conversion of such shares, after giving effect to any adjustments provided
under the first sentence of this section (the Cumulative Number), would
exceed the Threshold Number, the holders shall be entitled to convert such
number of shares of Series C Preferred Stock and Series D Preferred Stock into
a number of shares of Class A Common Stock up to the Threshold Number, and with
respect to the balance of such shares, the Corporation shall cancel such shares
and shall pay the holders in lieu thereof an amount in cash equal to (a)(i) the
Cumulative Number minus (ii) the Threshold Number multiplied by (b) the Market
Price per share of Class A Common Stock on the business day next preceding the
business day which is deemed the Redemption Date.

(h)
      
 All adjustments pursuant to this paragraph 8 shall be notified to
the holders of the Series C Preferred Stock and such notice shall be
accompanied by a schedule of computations of the adjustments.

(i)
      
 Notwithstanding anything in this Section 8 to the contrary, no
adjustment of the Conversion Price shall be made as a result of the Stock
Dividend.

9.
      
 Voting Rights. (a) The holders of record of shares of Series C
Preferred Stock shall be entitled to vote on an as-converted basis (calculated
in accordance with Section 8(a) as of the close of trading on the last trading
day of the most recently ended fiscal quarter of the Corporation) with the
Class A Common Stock as a single class on all matters presented to the holders
of the Class A Common Stock for vote, except as hereinafter provided in this
Section 9 or as otherwise provided by law. So long as the provisions of
Section 9(b)(i) entitle the holders of Series C Preferred Stock to designate
the Series C Designee (as defined below), the holders of Series C Preferred
Stock shall not be entitled to vote as to the election of other directors of
the Corporation.

(b)

      
 (i)

      
 On the Issue Date, the Board of Directors shall cause the total
number of directors then constituting the whole Board of Directors to be
increased by two and the holders of the outstanding shares of Series C
Preferred Stock shall be entitled to designate one director (the Series C
Designee) for election to the Board of Directors of the Corporation and,
voting separately as a series, shall have the exclusive right to vote for the
election of such designee to the Board of Directors; and the holders of the
outstanding shares of Series D Preferred Stock shall be entitled to designate
one director (the Series D Designee) for election to the Board of Directors
of the Corporation and, voting separately as a series, shall have the exclusive
right to vote for the election of such designee to the Board of Directors;
provided that,

-15-



---



notwithstanding the foregoing, after the Issue Date, (i) the holders of
the outstanding shares of the Series C Preferred Stock shall continue to be
entitled to designate the Series C Designee for election to the Board of
Directors and, voting separately as a series, shall continue to have the
exclusive right to vote for the election of the Series C Designee to the Board
of Directors, and the holders of the outstanding shares of the Series D
Preferred Stock shall continue to be entitled to designate the Series D
Designee for election to the Board of Directors and, voting separately as a
series, shall continue to have the exclusive right to vote for the election of
the Series D Designee to the Board of Directors, in each case, for as long as,
and only for as long as, at least 40% of the aggregate number of shares of
Series C Preferred Stock issued on the Issue Date and of shares of Series D
Preferred Stock issued on the original date of issuance of the Series D
Preferred Stock (such aggregate number of shares of Series C Preferred Stock
and Series D Preferred Stock being referred to herein as the Total C and D
Shares) remains outstanding; (ii) the entitlement of the holders of
outstanding shares of Series C Preferred Stock to designate one director for
election to the Board of Directors, and the exclusive right of the holders of
outstanding shares of Series C Preferred Stock to vote, separately as a series,
for the election of the Series C Designee to the Board of Directors, shall
cease immediately upon less than 40% of the Total C and D Shares being
outstanding, and the holders of the outstanding shares of the Series C
Preferred Stock shall be entitled to designate one board observer (the Series
C Board Observer), for as long as, and only for as long as any shares of
Series C Preferred Stock issued on the Issue Date are outstanding; (iii)
immediately upon no shares of Series C Preferred Stock issued on the Issue Date
being outstanding, the entitlement of the holders of outstanding shares of
Series C Preferred Stock to designate the Series C Board Observer, and the
rights of the Series C Observer, shall cease; and (iv) immediately upon less
than 40% but more than 20% of the Total C and D Shares being outstanding, the
Board of Directors shall cause the total number of directors then constituting
the whole Board of Directors to be decreased by one, and the term of office of
the Series C Designee shall terminate. The Series C Designee may be removed
with or without cause by the holders of the shares of Series C Preferred Stock.
The Series C Board Observer means a person who shall not be a member of the
Board of Directors and who shall have the rights as agreed to with the
Corporation, provided that such rights shall satisfy the requirement of
contractual management rights for purposes of the Department of Labors plan
assets regulation.

(ii)
      
 If and whenever six quarterly dividends payable on the Series C
Preferred Stock have not been paid in full or if the Corporation shall have
failed to discharge its Mandatory Redemption Obligation or the Corporation
shall have failed to comply with Section 9(d) hereof, the total number of
directors then constituting the whole Board of Directors automatically shall be
increased by one and the holders of outstanding shares of Series C Preferred
Stock, voting separately as a single series, shall be entitled to elect one
additional director to serve on the Board of Directors at any annual meeting of
stockholders or special meeting held in place thereof, or at a special meeting
of the holders of the Series C Preferred Stock called as hereinafter provided.
Whenever all arrears in dividends and Special Amounts on the Series C Preferred
Stock then outstanding shall have been paid and dividends thereon for the
current quarterly dividend period shall have been paid or declared and set
apart for payment, or the Company shall have fulfilled its Mandatory Redemption
Obligation, as the case may be, then the right of the holders of outstanding
shares of Series C Preferred Stock to elect such additional director shall
cease (but subject always to the same provisions for the vesting of such voting
rights in the case of any similar future arrearage in six quarterly dividends
or failure to fulfill any

-16-



---



Mandatory Redemption Obligation), and the term of office of any person
elected as director by the holders of outstanding shares of Series C Preferred
Stock pursuant to this subparagraph (b)(ii) shall forthwith terminate and the
total number of directors then constituting the whole Board of Directors
automatically shall be reduced by one. At any time after voting power to elect
one additional director shall have become vested and be continuing in the
holders of outstanding shares of Series C Preferred Stock pursuant to this
subparagraph (b)(ii), or if a vacancy shall exist in the office of a director
elected by the holders of outstanding shares of Series C Preferred Stock
pursuant to this subparagraph (b)(ii), a proper officer of the Corporation may,
and upon the written request of the holders of record of at least twenty-five
percent (25%) of the shares of Series C Preferred Stock then outstanding
addressed to the Secretary of the Corporation shall, call a special meeting of
the holders of Series C Preferred Stock, for the purpose of electing the one
additional director which such holders are entitled to elect pursuant to this
subparagraph (b)(ii). If such meeting shall not be called by a proper officer
of the Corporation within twenty (20) days after personal service of said
written request upon the Secretary of the Corporation, or within twenty (20)
days after mailing the same within the United States by certified mail,
addressed to the Secretary of the Corporation at its principal executive
offices, then the holders of record of at least twenty-five percent (25%) of
the outstanding shares of Series C Preferred Stock may designate in writing one
of their number to call such meeting at the expense of the Corporation, and
such meeting may be called by the person so designated upon the notice required
for the annual meeting of stockholders of the Corporation and shall be held at
the place for holding the annual meetings of stockholders. Any holder of
Series C Preferred Stock so designated shall have, and the Corporation shall
provide, access to the lists of stockholders to be called pursuant to the
provisions hereof.

(c)
      
 Without the written consent of holders of a majority of the
outstanding shares of Series C Preferred Stock or the affirmative vote of
holders of a majority of the outstanding shares of Series C Preferred Stock at
a meeting of the holders of Series C Preferred Stock called for such purpose,
the Corporation will not amend, alter or repeal any provision of the Restated
Certificate of Incorporation or this Certificate of Designation so as to
adversely affect the preferences, rights or powers of the Series C Preferred
Stock or to authorize the issuance of, or to issue any, additional shares of
Series C Preferred Stock; provided that any such amendment that changes any
dividend or other amount payable on or the liquidation preference of the Series
C Preferred Stock shall require the written consent of holders of two-thirds of
the outstanding shares of Series C Preferred Stock or the affirmative vote of
holders of two-thirds of the outstanding shares of Series C Preferred Stock at
a meeting of the holders of Series C Preferred Stock called for such purpose.

(d)
      
 Without the written consent of holders of a majority of the
outstanding shares of Series C Preferred Stock or the affirmative vote of
holders of a majority of the outstanding shares of Series C Preferred Stock at
a meeting of such holders called for such purpose, the Corporation will not
create, authorize or issue any (i) Parity Securities or (ii) Senior Securities
except Senior Securities issued in accordance with paragraph (f)(ii) of the
Certificate of Designation for the Senior Exchangeable Redeemable Preferred
Shares as in effect on December 3, 1999.

(e)
      
 Subject to the provisions of Sections 8 and 10 hereof, the Corporation
may, without the consent of any holder of Series C Preferred Stock, consolidate
with or merge

-17-



---



with or into, or convey, transfer or lease all or substantially all its
assets as an entirety to, any Person, provided that: (1) the successor,
transferee or lessee (if not the Corporation) is organized and existing under
the laws of the United States of America or any State thereof or the District
of Columbia and the Series C Preferred Stock shall be converted into or
exchanged for and shall become shares of, or interests in, such successor,
transferee or lessee, having in respect of such successor, transferee, or
lessee substantially the same powers, preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof, that the Series C Preferred Stock has immediately prior
to such transaction; and (2) the Corporation delivers to the transfer agent
an officers certificate and an opinion of counsel stating that such
consolidation, merger, conveyance, transfer or lease complies with this
Certificate of Designation. In the event of any consolidation or merger or
conveyance, transfer or lease of all or substantially all of the assets of the
Corporation that is permitted pursuant to this paragraph (e), the successor
resulting from such consolidation or into which the Corporation is merged or
the transferee or lessee to which such conveyance, transfer or lease is made,
will succeed to, and be substituted for, and may exercise every right and power
of, the Corporation with respect to the Series C Preferred Stock (or the shares
or interests into, or for which, the Series C Preferred Stock is converted or
exchanged), and thereafter, except in the case of a lease, the predecessor (if
still in existence) shall be released from its obligations and covenants with
respect to the Series C Preferred Stock.

(f)
      
 In exercising the voting rights set forth in this paragraph 9,
each share of Series C Preferred Stock shall have one vote per share. Except
as otherwise required by applicable law or as set forth herein, the shares of
Series C Preferred Stock shall not have any relative, participating, optional
or other special voting rights and powers and the consent of the holders
thereof shall not be required for the taking of any corporate action.

10.
      
 Change of Control. (a) Within thirty days of a Change of Control (the
date of such occurrence being the Change of Control Date), the Corporation
shall notify the holders of the Series C Preferred Stock of such occurrence and
shall be required to make an offer (the Offer to Purchase) to each holder of
shares of Series C Preferred Stock (subject to the rights of the holders
pursuant to Section 8 hereof) to repurchase such holders shares of Series C
Preferred Stock, or such portion thereof as may be determined by such holder,
at a price per share in cash equal to 101% of the Liquidation Preference plus,
without duplication, an amount in cash equal to all accumulated and unpaid
dividends per share (including an amount in cash equal to a prorated dividend
for the period from the last Dividend Payment Date through such date); provided
that if any holders of Series C Preferred Stock tender their shares pursuant to
the Offer to Purchase, the Corporation shall be required to purchase a
proportional amount of the Series D Preferred Stock.

(b)
      
 The Offer to Purchase must take place on a Business Day (the Change
of Control Payment Date) not later than 30 days following the Change of
Control Date. On the Change of Control Payment Date, the Corporation shall (A)
accept for payment the Series C Preferred Stock validly tendered pursuant to
the Offer to Purchase, (B) pay to the holders of shares so accepted the
purchase price therefor in cash and (C) cancel and retire each surrendered
certificate. Unless the Corporation defaults in the payment for the Series C
Preferred Stock tendered pursuant to the Offer to Purchase, dividends will
cease to accrue with respect to the

-18-



---



Series C Preferred Stock tendered and all rights of holders of such
tendered shares will terminate, except for the right to receive payment
therefor.

(c)
      
 The Corporation will comply with any securities laws and regulations,
to the extent such laws and regulations are applicable to the repurchase of the
Series C Preferred Stock in connection with an Offer to Purchase.

(d)
      
 Notwithstanding anything to the contrary contained in this Section 10,
the Company will not repurchase or redeem any such stock pursuant to this
Section 10 until it has repurchased or repaid all outstanding debt obligations
pursuant to rights triggered pursuant to the terms thereof resulting from the
Change of Control in question.

11.
      
 Reports. So long as any of the Series C Preferred Stock is
outstanding, in the event the Corporation is not required to file quarterly and
annual financial reports with the Securities and Exchange Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act, the Corporation
will furnish the holders of the Series C Preferred Stock with reports
containing the same information as would be required in such reports.

12.
      
 General Provisions. (a) The term person as used herein means
any corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

(b)
      
 The term outstanding, when used with reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation or a
subsidiary of the Corporation.

(c)
      
 The headings of the sections, paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designation are for convenience of reference
only and shall not define, limit or affect any of the provisions hereof.

-19-