EXHIBIT 3.2

XO COMMUNICATIONS, INC.

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER
SPECIAL RIGHTS OF SERIES D CONVERTIBLE PARTICIPATING PREFERREDSTOCK AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF

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

1.
      
 Number and Designation. 265,625 shares of the Preferred Stock of
the Corporation shall constitute a series designated as Series D Convertible
Participating Preferred Stock (the Series D 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





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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 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 D
Preferred Stock.

Liquidation Preference with respect to a share of Series D Preferred
Stock means, as at any date, $1,000.00 plus an amount equal to any accrued and
unpaid dividends with respect to such share 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.

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.

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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.

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

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

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 (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

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Stock and Series D Preferred Stock vis-a-vis the other shall be as set
forth herein and in the Series C Designation.

(b)
      
 The respective definitions of Junior Securities, Parity Securities and
Senior Securities shall also include any warrants, rights, 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 D 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. So long as any shares of Series D 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) of the Series C Designation) then at the same time the Corporation
shall declare and pay a dividend on each share of Series D Preferred Stock in
an amount equal to the Series D Per Share Participation Amount. The Series D
Per Share Participation Amount means, as at any date, 62.5% 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 D 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 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 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 C 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 (as defined in the Series C
Designation) 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

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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 (as defined in the Series C
Designation) 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 D Preferred Stock pursuant to this paragraph 5(a) shall be allocated pro
rata among the shares of Series D 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.

(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 D Preferred Stock, Series C
Preferred Stock and any Parity Securities shall not be entitled to share
therein.

6.
      
 Redemption. (a) The Series D 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 D 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 D Preferred Stock if shares of
the Series C Preferred Stock are also redeemed on a proportional basis based on
the percentage of each series of shares outstanding at such time.

(b)
      
 Pursuant to the Series C Designation, 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 (as set forth in the Series C Designation),
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 D 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

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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 D Preferred Stock shall be reissued or sold as Series D Preferred Stock.

(d)
      
 If the Corporation is unable or shall fail to discharge its obligation
to redeem outstanding shares of Series C Preferred Stock and Series D 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 and Series D 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 (as
defined in the Series C Designation), or, directly or indirectly, discharge any
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 D 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 D 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 D 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 D 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 D
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 D 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

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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) Pursuant to the provisions of the Series
C Designation, the holders of shares of Series C Preferred Stock 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. Upon the exercise by any holder
of Series C Preferred Stock of its conversion option, a proportional amount,
based on the percentage of each series of shares outstanding, of the Series D
Preferred Stock shall automatically convert into fully paid and non-assessable
shares of Class A Common Stock, subject to the provisions of this
Section 8. At any time and from time to time the outstanding shares of
Series C Preferred Stock and Series D Preferred Stock taken together shall 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 C 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 D Preferred
Stock outstanding as at any date shall be convertible into a number of shares
of Class A Common Stock (the Aggregate Series D Conversion Shares) equal to
 .625 times the excess, if any, of (A) the Aggregate Conversion Shares over
(B) the aggregate Preference Amounts (as defined in the Series C
Designation) 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. Each share of Series D Preferred Stock being converted
shall convert into a number of shares of Class A Common Stock equal to the
Aggregate Series D Conversion Shares divided by the number of shares of Series
D Preferred Stock then outstanding. Notwithstanding any call for redemption
pursuant to Section 6(a), the holders 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. The Corporation shall provide prompt written notice
(including the number of shares so converted) of the automatic conversion of
shares of Series D Preferred Stock pursuant to this paragraph 8 to the holders
of record of the shares so converted.

(b)
      
 (i)
      
 Promptly upon receipt of notice of automatic conversion of shares
of Series D Preferred Stock pursuant to paragraph 8(a) (including the number of
shares to be so

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converted), the holder of the shares of Series D Preferred Stock so
converted shall surrender the certificate representing such shares at the
principal executive offices of the Corporation. Unless the shares issuable on
conversion are to be issued in the same name as the name in which such shares
of Series D Preferred Stock are registered, each certificate so surrendered
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 D 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 D Preferred Stock not
being so converted.

(iii)

      
 Each conversion of shares of Series D 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 the notice of election to
convert received by the Corporation in accordance with the procedures set forth
in Section 8 of the Series C Designation, 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 D 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 D 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 automatic conversion of shares of Series D
Preferred Stock, the shares so converted shall no longer be deemed to be
outstanding and all rights of a holder with respect to such converted shares
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 D 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 the applicable shares of Series D 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 D
Preferred Stock to be converted shall cease to accrue dividends pursuant to
paragraph 4.

(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 D

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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 D Preferred Stock.

(ii)

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

(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 D 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 D 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 D 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 D 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 D 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 D 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 D 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 D Preferred Stock had been converted immediately prior to
such time, such holder would have owned upon

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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 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 D Preferred Stock participate in any such distribution in
accordance with Section 4 hereof and (b) to the extent the holders of Series D
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

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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 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 D Preferred Stock participate in any such
distribution in accordance with Section 4 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
distribution 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 distribution. 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 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

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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 D Preferred Stock participate in any such distribution in
accordance with Section 4 hereof and (b) to the extent the holders of the
Series D 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 this 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 D 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 D 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 C
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 C Designation and
(y) all prior conversions of 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

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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 D 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 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 D 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 D
Preferred 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 D Preferred Stock to designate the Series D
Designee (as defined below), the holders of

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Series D 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, notwithstanding the foregoing, after the Issue Date, (i) the
holders of the outstanding shares of 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 original date of issuance of the Series
C Preferred Stock and of shares of Series D Preferred Stock issued on the Issue
Date (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 D 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 D Preferred Stock to vote, separately as a series, for the election of
such designee to the Board of Directors, shall cease immediately upon 20% or
less of the Total C and D Shares being outstanding, and the holders of the
outstanding shares of Series D Preferred Stock shall be entitled to designate
one board observer (the Series D Board Observer), for as long as, and only
for as long as, 20% or less (but at least one share of Series D Preferred
Stock) of the Total C and D Shares remains outstanding; (iii) immediately upon
no shares of Series D Preferred Stock issued on the Series D Issue Date being
outstanding, the entitlement of the holders of outstanding shares of Series D
Preferred Stock to designate the Series D Board Observer, and the rights of
such Board Observer, shall cease; and (iv) immediately upon 20% or less 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 D Designee shall
terminate. The Series D Designee may be removed with or without cause by the
holders of the shares of Series D Preferred Stock. The Series D 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 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

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automatically shall be increased by one and the holders of outstanding
shares of Series D 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 D Preferred Stock called
as hereinafter provided. Whenever the Corporation shall have fulfilled its
Mandatory Redemption Obligation, then the right of the holders of the
outstanding shares of the Series D 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 future failure to fulfill any
Mandatory Redemption Obligation), and the term of office of any person elected
as director by the holders of outstanding shares of Series D 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 D 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 D 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 D Preferred Stock then
outstanding addressed to the Secretary of the Corporation shall, call a special
meeting of the holders of Series D 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 D 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 D 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 D Preferred Stock or the affirmative vote of
holders of a majority of the outstanding shares of Series D Preferred Stock at
a meeting of the holders of Series D 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 D Preferred
Stock or to authorize the issuance of, or to issue any, additional shares of
Series D Preferred Stock; provided that any such amendment that changes any
dividend or other amount payable on or the liquidation preference of the Series
D Preferred Stock shall require the written consent of holders of two-thirds of
the outstanding shares of Series D Preferred Stock or the affirmative vote of
holders of two-thirds of the outstanding shares of Series D Preferred Stock at
a meeting of the holders of Series D Preferred Stock called for such purpose.

(d)
      
 Without the written consent of holders of a majority of the
outstanding shares of Series D Preferred Stock or the affirmative vote of
holders of a majority of the

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outstanding shares of Series D 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 D Preferred Stock, consolidate
with or merge 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 D 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 D 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 D Preferred Stock (or shares or
interests into, or for which, the Series D 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 D Preferred Stock.

(f)
      
 In exercising the voting rights set forth in this paragraph 9,
each share of Series D Preferred Stock shall have one vote per share. Except
as otherwise required by applicable law or as set forth herein, the shares of
Series D 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) Pursuant to the Series C Designation, 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.

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(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 any Series D Preferred Stock required to be purchased, (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 D Preferred Stock required to be
purchased pursuant to Section 10(a) hereof, dividends will cease to accrue with
respect to the Series D Preferred Stock purchased 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 D 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 D 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 D 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.

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