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                                                                     EXHIBIT 3.3

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                        OTHER SPECIAL RIGHTS OF PREFERRED
                      STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                     SERIES B SENIOR CUMULATIVE CONVERTIBLE

                                 PREFERRED STOCK

                                       OF

                                 VELOCITA CORP.

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

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            Velocita Corp. (the "CORPORATION"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, certifies
that pursuant to the authority contained in Article 4 of its Amended and
Restated Certificate of Incorporation (the "AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION") and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the board of directors (the
"BOARD OF DIRECTORS") of the Corporation by unanimous written consent dated May
24, 2001 duly approved and adopted the following resolution which resolution
remains in full force and effect on the date hereof:

            RESOLVED, that pursuant to the authority vested in the Board of
Directors by its Amended and Restated Certificate of Incorporation, the Board of
Directors does hereby designate, create, authorize and provide for the issue of
Series B Senior Cumulative Convertible Preferred Stock (the "SERIES B SENIOR
PREFERRED STOCK"), par value $0.01 per share, with an initial liquidation
preference of $100.00 per share, consisting of 2,000,000 shares, having the
following voting powers, preferences and relative, participating, optional and
other special rights, and qualifications, limitations and restrictions thereof
as follows:

            1. CERTAIN DEFINITIONS.

            Unless the context otherwise requires, the terms defined in this
Section 1 shall have, for all purposes of this resolution, the meanings herein
specified (with terms defined in the singular having comparable meanings when
used in the plural).

            ACTIVELY PUBLICLY TRADED shall mean, with respect to the Common
Stock, that an offering (or series of offerings) of the Common Stock has been
consummated pursuant to one or more registration statements following which
shares of the Common Stock representing (a) at least 10% of the outstanding
shares of the Common Stock and (b) an aggregate Current Market

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Price of at least $50.00 million, have been sold to the public and are listed on
a national securities exchange or the Nasdaq Stock Market.

            AFFILIATE of any specified Person shall mean any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control; and provided further, that without
limiting the foregoing, the following Persons shall be deemed to be "Affiliates"
of the Corporation solely for the purpose of this Certificate of Designations,
but shall not, solely based upon their ownership interests in the Corporation,
be deemed to be "Affiliates" of each other: PF Telecom Holdings, LLC, Koch
Telecom Ventures, Inc., Odyssey, Cisco, John Warta, Treg Ventures LLC, GLW
Ventures LLC, Karen Irwin, Stephen Irwin, Gregory M. Irwin Trust, Tracie H.
Irwin-Waldman Trust and Georgiana Warta.

            AT&T WARRANTS shall mean the warrants to purchase shares of Common
Stock dated as of the October 29, 1999 issued to AT&T Corp.

            BENEFICIAL OWNER shall have the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

            BUSINESS DAY shall mean a day other than a Saturday or Sunday or any
federal holiday.

            CAPITAL STOCK shall mean (i) in the case of a corporation, corporate
stock (including, but not limited to, in the case of the Corporation, Common
Stock, Series A Senior Preferred Stock and Series B Senior Preferred Stock),
(ii) in the case of a partnership, partnership interests (whether general or
limited), (iii) in the case of an association, limited liability company or
other business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock and (iv) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.

            CHANGE OF CONTROL shall mean the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Corporation and its Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act) (other than a Subsidiary of the Corporation), (ii) the
adoption of a plan relating to the liquidation, dissolution or winding up of the
Corporation, (iii) the consummation


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of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any "person" (as defined above), other than the
Principals and their respective Permitted Transferees (as such term is defined
in the Stockholders Agreement) or a Permitted Group, becomes the Beneficial
Owner, directly or indirectly, of Voting Stock of the Corporation having more
than (A) prior to the date on which the Common Stock is Actively Publicly
Traded, 35% of the combined voting power of all classes of Voting Stock of the
Corporation then outstanding or (B) on or after the date on which the Common
Stock is Actively Publicly Traded, 50% of the combined voting power of all
classes of Voting Stock of the Corporation then outstanding or (iv) the first
day on which a majority of the members of the Board of Directors are not
Continuing Directors (except as a result of the exercise of the Holders' rights
following a Voting Rights Trigger Event).

            CHANGE OF CONTROL OFFER shall have the meaning set forth in Section
7(b) below.

            CHANGE OF CONTROL PAYMENT shall have the meaning set forth in
Section 7(b) below.

            CHANGE OF CONTROL PAYMENT DATE shall have the meaning set forth in
Section 7(e)(ii) below.

            CISCO shall mean Cisco Systems, Inc.

            CISCO WARRANTS shall mean the warrants to purchase Common Stock
issued or issuable pursuant to the Subscription Agreement.

            COMMISSION shall mean the Securities and Exchange Commission.

            COMMON STOCK shall mean the common stock, par value $0.01 per share,
of the Corporation and any successor(s) to such common stock.

            COMPANY SALE shall mean a Company Sale (as defined in the
Stockholders Agreement) or any sale, merger, acquisition or consolidation
involving the Corporation that results in the disposition of all or
substantially all of the shares of the Series B Senior Preferred Stock, that is
approved pursuant to Section 4 of the Stockholders Agreement and in which the
consideration received by the holders of the Series B Senior Preferred Stock on
the closing date includes cash and/or Readily Marketable Securities with a value
of at least $10.00 per Equivalent Share (subject to adjustment for stock splits,
stock dividends, stock recombinations and similar transactions); PROVIDED,
HOWEVER, that a Company Sale shall not been deemed to have occurred for purposes
of this Certificate of Designations unless, on or prior to the consummation of
such Company Sale, any of the following apply: (a) all consents and approvals
have been obtained by the Corporation that are necessary to allow the
Corporation to repurchase all of the outstanding shares of the Series B Senior
Preferred Stock in accordance with Section 8, and sufficient funds are available
to repurchase in accordance with Section 8 all of the outstanding shares of
Series B Senior Preferred Stock at the closing of such Company Sale; (b)
notwithstanding the proviso in the definition of "Readily Marketable
Securities", the Readily Marketable Securities received by the Holders in such
Company Sale are freely tradable without restrictions under all applicable
securities laws (including any restrictions under Rule 145 promulgated under the
Securities Act) or any contractual restriction; or (c) a registration statement
registering the resales of the Readily


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Marketable Securities received by the Holders in such Company Sale is effective
on the date of such Company Sale.

            CONTINUING DIRECTOR shall mean, as of any date of determination, any
member of the Board of Directors who (i) was a member of the Board of Directors
on October 29, 1999 or (ii) was nominated for election or elected to the Board
of Directors with the approval of (A) a majority of the Continuing Directors who
were members of the Board of Directors at the time of such nomination or
election or (B) any Person having the right to designate such member of the
Board of Directors pursuant to the terms and conditions of the Stockholders
Agreement.

            CONVERSION DATE shall have the meaning set forth in Section 4(b)
below.

            CONVERSION PRICE shall initially mean $8.50 and thereafter shall be
subject to adjustment from time to time pursuant to the terms of Section 4
below. The Conversion Price shall be rounded to four decimal places.

            CONVERSION RATE shall mean, as of any date, the number of shares of
Common Stock issuable upon conversion of one share of Senior Preferred Stock,
determined by dividing the sum of the Liquidation Preference of such share of
Senior Preferred Stock plus accrued and unpaid dividends by the Conversion Price
then in effect.

            CURRENT MARKET PRICE shall mean, with respect to any particular
security on any date of determination, the average over the 20 Trading Days
ending on the date immediately preceding the date of such determination of the
last reported sale price, or, if no such sale takes place on any such day, the
closing bid price, in either case as reported for consolidated transactions on
the principal national securities exchange (including the Nasdaq Stock Market)
on which such security is listed or admitted for trading; PROVIDED, HOWEVER,
that (a) if any event that results in an adjustment of the Conversion Rate
occurs during the period beginning on the first day of such 20-day period and
ending on the date immediately preceding the date of determination, the Current
Market Price will be the average over the 20 Trading Days ending on the date
immediately preceding the date of the occurrence of such event of the last
reported sale price, or, if no such sale takes place on any such day, the
closing bid price, in either case as reported for consolidated transactions on
the principal national securities exchange (including the Nasdaq Stock Market)
on which such security is listed or admitted for trading and (b) if such
security is not listed on any exchange or admitted for trading on the Nasdaq
Stock Market, the Current Market Price of such security shall be the last
reported bid price for such security on the date preceding the date of such
determination provided by a New York Stock Exchange member firm designated by
the Corporation or, if no such member firm can provide such a bid price, as
determined in good faith by the unanimous written resolution of the Board of
Directors. In the event that the Board of Directors cannot unanimously agree on
the Current Market Price on any date, the Current Market Price will be
determined pursuant to the Valuation Procedures.

            DARK FIBER WARRANTS shall mean the warrants to purchase shares of
Common Stock issued pursuant to the terms of the subscription agreement dated as
of October 29, 1999 by and among the Corporation, Odyssey, Odyssey Coinvestors,
LLC and UBS Capital II LLC.


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            DISINTERESTED DIRECTOR shall mean each member of the Board of
Directors who is not (a) an officer, employee, director, agent or other
Affiliate of the Majority Holders or (b) a Cisco Director (as such term is
defined in the Stockholders Agreement).

            DIVIDEND PAYMENT DATE shall have the meaning set forth in Section
2(a) below.

            EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

            EXEMPT ISSUANCES shall have the meaning set forth in Section 4(g)
below.

            FAIR MARKET VALUE shall be determined in accordance with Section
4(l) below.

            FIRST UNION WARRANTS shall mean the warrants to purchase shares of
Common Stock issued to Lucent Technologies Inc. by the Corporation on October
29, 1999, and subsequently assigned to First Union Investors, Inc. on March 30,
2000.

            FULLY DILUTED COMMON STOCK shall mean, as of any date of
determination, the total number of shares of Common Stock outstanding as of such
date (calculated assuming exercise of all outstanding warrants and options that
as of such date are permitted by their terms to be exercised for shares of
Common Stock and conversion of all outstanding securities that as of such date
are permitted by their terms to be converted into shares of Common Stock for an
amount per share that is less than the Current Market Price per share).

            H&S WARRANTS shall mean the warrants to purchase shares of Common
Stock issued by the Corporation on September 7, 2000 to Heidrick & Struggles,
Inc.

            HIGH YIELD WARRANT AGREEMENT shall mean that certain Warrant
Agreement dated as of May 10, 2000 by and between the Corporation and United
States Trust Company of New York, as Warrant Agent.

            HIGH YIELD WARRANTS shall mean the warrants to purchase shares of
Common Stock issued or issuable pursuant to the High Yield Warrant Agreement.

            HOLDER shall mean the record holder of one or more shares of Series
B Senior Preferred Stock, as shown on the books and records of the Corporation.

            HOME RUN WARRANTS shall mean the warrants to purchase shares of
Common Stock issued to PF Telecom Holdings, LLC and Koch Telecom Ventures, Inc.
by the Corporation on October 29, 1999.

            IMPLIED VALUE OF NON-CASH CONSIDERATION shall mean with respect to
any Company Sale the aggregate Current Market Price of any equity securities
received in such Company Sale by the holders of equity securities of the
Corporation immediately prior to such Company Sale.

            INDENTURE shall mean the indenture dated as of May 10, 2000, by and
between the Corporation and United States Trust Company of New York, as Trustee.


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            ISSUE DATE shall mean the date that shares of Series B Senior
Preferred Stock are first issued by the Corporation.

            JUNIOR SECURITIES shall mean any class of stock ranking junior to
the Senior Preferred Stock as to the payment of dividends and as to rights in
liquidation, dissolution or winding up of the affairs of the Corporation. The
Corporation's Common Stock is expressly defined and included as Junior
Securities.

            LIQUIDATION PREFERENCE shall initially mean $100.00 per share of
Series B Senior Preferred Stock, plus Preferred Dividends paid on such share in
accordance with Section 2(c) below.

            MAJORITY HOLDERS shall mean the Holders of at least a majority of
the shares of Series B Senior Preferred Stock (with shares held by the
Corporation or any of its Subsidiaries not being considered to be outstanding
for this purpose).

            MANDATORY REDEMPTION DATE shall have the meaning set forth in
Section 5(a) below.

            MARKET CAPITALIZATION shall mean with respect to any person, as of
any date, the product of the Current Market Price of all outstanding equity
securities of such person as of such date times the number of such equity
securities outstanding as of such date.

            NOTES shall mean the 13.75% Senior Notes issued by the Corporation
on May 10, 2000 under the Indenture.

            ODYSSEY shall mean Odyssey Investment Partners Fund, LP.

            PARITY SECURITIES shall mean any authorized class or series of stock
of the Corporation that is entitled to receive payment of dividends and to
receive assets upon liquidation, dissolution or winding up of the affairs of the
Corporation on a parity with the Series B Senior Preferred Stock, including but
not limited to, the Series A Senior Preferred Stock.

            PERMITTED GROUP shall mean any group of investors that is deemed to
be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act) at
any time prior to the Corporation's initial public offering of Common Stock, by
virtue of the Stockholders Agreement, provided that no single Person (other than
the Principals and their Permitted Transferees) Beneficially Owns (together with
its Affiliates) more of the Voting Stock of the Corporation that is Beneficially
Owned by such group of investors than is then collectively Beneficially Owned by
the Principals and their Permitted Transferees in the aggregate.

            PERSON shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

            PREFERRED DIVIDENDS shall have the meaning set forth in Section 2(a)
below.


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            PRINCIPALS shall mean Odyssey, PF Telecom Holdings, LLC, John Warta,
GLW Ventures LLC, Treg Ventures LLC, Cisco and Koch Telecom Ventures, Inc.

            QUALIFYING PUBLIC OFFERING means any firm commitment underwritten
public offering by the Corporation of its Common Stock yielding gross proceeds
to the Corporation of at least $160.00 million at a per share price to the
public of at least $10.00 (subject to adjustment for stock splits, stock
dividends, stock recombinations and similar transactions).

            READILY MARKETABLE SECURITIES shall mean any equity securities
(excluding the Common Stock and rights, options or warrants entitling a holder
thereof to subscribe for or purchase any shares of Common Stock) that, upon
issuance or receipt in connection with a Company Sale, are (i) freely tradable
without restrictions under all applicable securities laws, (ii) publicly-traded
and listed on a national securities exchange or The Nasdaq Stock Market and
(iii) issued by a corporation with (A) either (1) an aggregate Market
Capitalization after giving effect to such issuance of at least 3.33 times the
Implied Value of Non-Cash Consideration or (2) an aggregate Market
Capitalization before giving effect to such issuance of at least $15.00 billion
and (B) have a Trading Volume in excess of the Implied Value of Non-Cash
Consideration; provided that the requirements of clauses (i) and (ii) above
shall be deemed to be satisfied at the closing of such Company Sale if at the
closing the issuer of such equity securities enters into a registration rights
agreement which requires a registration statement covering sales of any such
securities received by the Holders of Series B Senior Preferred Stock, without
restrictions (other than those restrictions imposed by applicable securities
laws, PROVIDED that the provisions of such registration rights agreement shall
be no less favorable to such Holders than those contained in Section 13 of the
Stockholders Agreement), to be effective within 90 days of such closing.

            RIGHTS shall mean any securities, rights, options or warrants that
(i) are exercisable, convertible or exchangeable for Common Stock or (ii)
entitle a holder thereof to subscribe for, purchase or otherwise acquire any
shares of Common Stock.

            SECURITIES has the meaning as set forth in the Stockholders
Agreement.

            SECURITIES ACT shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            SENIOR PREFERRED STOCK shall mean the Series A Senior Preferred
Stock and the Series B Senior Preferred Stock.

            SENIOR SECURITIES shall mean any class or series of stock of the
Corporation authorized after the Issue Date ranking senior to the Series B
Senior Preferred Stock in respect of the right to receive dividends and in
respect of the right to participate in any distribution upon liquidation,
dissolution or winding up of the affairs of the Corporation.

            SERIES A SENIOR PREFERRED STOCK shall mean the Series A Senior
Cumulative Convertible Preferred Stock.

            STOCKHOLDERS AGREEMENT shall mean the Amended and Restated
Stockholders Agreement, dated as of October 29, 1999 and amended and restated as
of the Issue Date, by and among the Corporation, Odyssey, Odyssey Coinvestors,
LLC, UBS Capital II LLC, Koch


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Telecom Ventures, Inc., Cisco, John Warta, Karen Irwin, Treg Ventures LLC,
Gregory M. Irwin Trust, Tracie H. Irwin-Waldman Trust, GLW Ventures LLC,
Georgiana Warta, First Union Investors, Inc., First Union Capital Partners, LLC,
PF Telecom Holdings, LLC, PF Coinvestment, LLC, PF Coinvestment II, LLC, PF. Net
Corp., PF. Net Property Corp., PF. Net Supply Corp., PF. Net Construction Corp.,
PF. Net Network Services Corp., PF. Net Virginia Corp. and PF. Net Virginia,
LLC, as it may be amended, modified or supplemented from time to time.

            SUBSCRIPTION AGREEMENT shall mean the subscription agreement, dated
as of the Issue Date, by and between the Corporation and Cisco.

            SUBSIDIARY shall mean, with respect to any person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Voting Stock thereof is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or the managing general partner of which is such
person or a Subsidiary of such person or (b) the only general partners of which
are such person or of one or more Subsidiaries of such person (or any
combination thereof).

            TRADING DAY with respect to the Common Stock, shall mean any day on
which any market (including, without limitation, any formal or informal over the
counter market) in which the Common Stock is then traded and in which a quoted
price may be ascertained is open for business.

            TRADING VOLUME shall mean with respect to any equity security, as of
any date of determination, the (a) the average daily trading volume of such
equity security (in U.S. dollars) over the 180 days immediately preceding such
date multiplied by (b) 270.

            VALUATION PROCEDURES shall mean the procedures used to determine
Fair Market Value or Current Market Price that are described below. The
Corporation shall engage an investment banking firm of recognized national
standing selected by a majority of the Disinterested Directors (the "COMPANY
BANK") to determine the Fair Market Value or Current Market Price, as
applicable. Such investment banking firm shall have 15 days to make such
determination and shall promptly distribute such determination in writing to the
Corporation and each Holder. The Majority Holders shall have 15 days following
receipt of such written determination to object to the conclusions of the
Company Bank. If the Majority Holders do not object during such 15-day period
then the determination of the Company Bank shall be deemed to be the Fair Market
Value or Current Market Price, as applicable. If the Majority Holders shall
object, the Majority Holders shall have the right to select an independent
investment banking firm of recognized national standing (the "HOLDERS BANK") to
make an independent determination of Fair Market Value or Current Market Price,
as applicable. Such determination shall be completed within 15 days of the
selection of the Holders Bank. If upon completion of such determination by the
Holders Bank, the two investment banking firms are able to agree upon a
valuation, such value shall be deemed to be the Fair Market Value or Current
Market Price, as the case may be. If, at the expiration of such 15-day period,
the two investment banking firms are unable to agree upon a valuation, then the
Majority Holders, on the one hand, and the Corporation (by decision of a
majority of the Disinterested Directors), on the other hand, shall


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jointly select a third investment banking firm, which shall make a determination
on the basis described above, and within a period of 15 days after the date of
its engagement, select the determination calculated by either of the Company
Bank or the Holders Bank, and such determination shall be final, binding and
conclusive and enforceable in any court of competent jurisdiction. All fees and
expenses incurred in connection with the Valuation Procedures shall be borne by
the Corporation.

            VOTING RIGHTS TRIGGER EVENT shall have the meaning set forth in
Section 6(b) below.

            VOTING STOCK shall mean with respect to any specified Person,
Capital Stock with voting power, under ordinary circumstances and without regard
to the occurrence of any contingency, to elect the directors or other managers
or trustees of such Person.

            2. DIVIDENDS.

            (a) The Holders shall be entitled to receive cumulative preferential
dividends (the "PREFERRED DIVIDENDS") on each share of Series B Senior Preferred
Stock accruing from the Issue Date at the per annum rate of 10.0% of the
Liquidation Preference of such share as of the Issue Date, with respect to the
first dividend payment, and as of the day after the most recent Dividend Payment
Date with respect to each subsequent dividend payment, on March 15, June 15,
September 15 and December 15 of each year or, if any such date is not a Business
Day, on the next succeeding Business Day (each, a "DIVIDEND PAYMENT DATE").
Preferred Dividends will be payable as provided in Section 2(c) below. The first
Dividend Payment Date will be June 15, 2001. Preferred Dividends will be
computed on the basis of a 360-day year of twelve 30-day months and will be
deemed to accrue on a daily basis.

            (b) Preferred Dividends shall accrue whether or not the Corporation
has earnings or profits, whether or not there are funds legally available for
the payment of such dividends and whether or not dividends are declared.

            (c) On each Dividend Payment Date, the amount of Preferred Dividends
with respect to each share of Series B Senior Preferred Stock shall be added
permanently to the Liquidation Preference of such share of Series B Senior
Preferred Stock and such Preferred Dividends shall for all purposes be deemed to
have been paid by the Corporation.

            (d) In case the Corporation or any Subsidiary of the Corporation
shall at any time or from time to time declare, order, pay or make a dividend or
other distribution (including, without limitation, any distribution of stock or
other securities or property or rights or options or warrants to subscribe for
or purchase securities of the Corporation or any of its Subsidiaries by way of
dividend or spin off) on the Common Stock, other than any dividend or
distribution of shares of Common Stock covered by Section 4(f) below, then, and
in each such case, the Holders shall be entitled to receive from the
Corporation, with respect to each share of Series B Senior Preferred Stock held,
in addition to the dividends payable under Section 2(a) above, the same dividend
or distribution that would be payable or made to a holder of the number of
shares of Common Stock into which such share of Series B Senior Preferred Stock
is convertible on the record date for such dividend or distribution. Any such
dividend or distribution shall be


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declared, ordered, paid or made on the Series B Senior Preferred Stock at the
same time such dividend or distribution is declared, ordered, paid or made on
the Common Stock and shall be in addition to any dividends payable under Section
2(a) above.

            3. DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

            (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation or reduction or decrease in its
capital stock resulting in a distribution of assets to the holders of any class
or series of the Corporation's Capital Stock (a "REDUCTION OR DECREASE IN
CAPITAL STOCK"), each Holder shall be entitled to payment out of the assets of
the Corporation available for distribution of an amount equal to the Liquidation
Preference per share of Series B Senior Preferred Stock held by such Holder plus
accrued dividends thereon from the most recent Dividend Payment Date determined
as of the date of such liquidation, dissolution, winding up or reduction or
decrease in capital stock, before any distribution is made on any Junior
Securities. After payment in full of the Liquidation Preference to which Holders
are entitled, the Holders will not be entitled to any further participation in
any distribution of assets of the Corporation. However, neither the voluntary
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 corporations will be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or reduction or
decrease in capital stock, unless such sale, conveyance, exchange or transfer
shall be in connection with a liquidation, dissolution or winding up of the
business of the Corporation or reduction or decrease in capital stock.

            (b) If,upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation or a reduction or decrease in
capital stock, the assets of the Corporation shall be insufficient to pay the
full Liquidation Preference with respect to the Series B Senior Preferred Stock
and the Parity Securities, the holders of the Parity Securities and the Holders
will share equally and ratably in any distribution of assets of the Corporation
in proportion to the full Liquidation Preference plus accumulated and unpaid
dividends in the case of the Series B Senior Preferred Stock and the full
liquidation preference plus accumulated and unpaid dividends in the case of any
Parity Securities.

            4. CONVERSION RIGHTS.

            (a) Each Holder shall have the right, at such Holder's option, to
convert all or any portion of its shares of Series B Senior Preferred Stock into
shares of Common Stock at any time, at the Conversion Rate calculated as of the
close of business on the Conversion Date.

            (b) The right of conversion attaching to any share of Series B
Senior Preferred Stock may be exercised by the Holder thereof by delivering the
share of Series B Senior Preferred Stock to be converted to the Corporation, at
its principal office or at the office or agency maintained by the Corporation
for that purpose, accompanied by a duly signed and completed notice of
conversion in form reasonably satisfactory to the Corporation. The "CONVERSION
DATE" will be the date on which the share of Series B Senior Preferred Stock and
the duly signed and completed notice of conversion are so delivered. As promptly
as practicable


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on or after the Conversion Date, the Corporation shall issue and deliver to the
Holder (i) a certificate or certificates for the number of full shares of Common
Stock issuable upon conversion, together with payment in cash, determined as
provided below, in lieu of any fraction of a share and (ii) if less than the
full number of shares of Series B Senior Preferred Stock evidenced by the
surrendered certificate or certificates are being converted, a new certificate
or certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares converted.
Such certificate or certificates shall be delivered by the Corporation to the
appropriate Holder by mailing certificates evidencing the additional shares to
the Holders at their respective addresses set forth in the register of Holders
maintained by the Corporation. All shares of Common Stock issuable upon
conversion of the Series B Senior Preferred Stock shall be fully paid and
nonassessable and shall rank PARI PASSU with the other shares of Common Stock
outstanding from time to time.

            (c) The Corporation shall not issue a fractional share of Common
Stock upon conversion of Series B Senior Preferred Stock. Instead the
Corporation shall deliver a check for an amount equal to the applicable fraction
of a share multiplied by the Current Market Price calculated as of the close of
business on the Conversion Date, rounded to the nearest cent.

            (d) A Holder delivering Series B Senior Preferred Stock for
conversion will not be required to pay any taxes or duties in respect of the
issue or delivery of Common Stock on conversion but will be required to pay any
tax or duty that may be payable in respect of any transfer involved in the issue
or delivery of the shares of Common Stock in a name other than that of the
Holder of the Series B Senior Preferred Stock. Certificates representing shares
of Common Stock will not be issued or delivered unless all taxes and duties, if
any, payable by the Holder have been paid.

            (e) The Corporation has reserved and shall continue to reserve out
of its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of all outstanding shares
of Series B Senior Preferred Stock in full as of the next succeeding Dividend
Payment Date assuming that such conversion took place at the Conversion Rate
then in effect (provided that such reservation may be proportionally reduced as
shares of Series B Senior Preferred Stock are repurchased, converted, exchanged
or retired and shall be increased as necessary to reflect increases in the
Liquidation Preference that occur as a result of the accrual and payment of
dividends) and such shares shall be fully paid and nonassessable and free of
preemptive or similar rights. The Corporation shall take all commercially
reasonable steps to comply with all securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Series B Senior Preferred
Stock, provided, however, that the Corporation shall not be required to file a
registration statement with respect to such securities, except as provided in
the Stockholders Agreement.

            (f) If the Corporation:

            (i) pays a dividend (or makes a distribution) on its Common Stock in
      shares of its Common Stock;

            (ii) subdivides its outstanding shares of Common Stock into a
      greater number of shares;


                                       11
<Page>

            (iii) combines its outstanding shares of Common Stock into a smaller
      number of shares; or

            (iv) issues any shares of its Capital Stock by reclassification of
      its Common Stock;

then the Conversion Price in effect immediately prior to such action shall be
adjusted so that the Holder of each share of Series B Senior Preferred Stock
thereafter converted may receive the number of shares of capital stock of the
Corporation that he would have owned immediately following such action if he had
converted Series B Senior Preferred Stock immediately prior to such action. The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur. If, after an
adjustment referred to in clauses (f)(i) through (iv) above, a Holder of Series
B Senior Preferred Stock upon conversion of it may receive shares of two or more
classes of Capital Stock of the Corporation, then the Conversion Price shall be
split into two or more components, as the case may be, and the Conversion Price
of each class of Capital Stock shall thereafter be subject to adjustment on
terms comparable to those applicable to Common Stock in this Section 4(f).

            (g) If the Corporation issues shares of Common Stock for a
consideration per share less than the Current Market Price per share on the date
the Corporation issues such additional shares, the Conversion Price shall be
adjusted in accordance with the formula:

                 C'= C x ((0 + (P / M)) / A)
where:

C'          =     the adjusted Conversion Price.

C           =     the then current Conversion Price.

O           =     the number of shares of Fully Diluted Common Stock outstanding
                  immediately prior to the issuance of such additional shares
                  (excluding the shares of Common Stock issuable upon conversion
                  of any shares of Series B Senior Preferred Stock).

P           =     the aggregate  consideration received for the issuance of such
                  additional shares.

M           =     the Current Market Price per share on the date of issuance
                  of such additional shares.

A           =     the number of shares of Common Stock outstanding immediately
                  after the issuance of such additional shares.

            The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance. This
Section 4(g) does not apply to


                                       12
<Page>

(i) any transaction or issuance described in Section 4(h) below, (ii) Common
Stock issued to the Corporation's employees under bona fide employee
compensation or benefit plans or agreements approved by the Board of Directors
and approved by the holders of Common Stock when required by law, (iii) Common
Stock issued to acquire, or in the acquisition of, all or any portion of a
business as a going concern, in an arm's-length transaction between the
Corporation and an unaffiliated third party, whether such acquisition shall be
effected by purchase of assets, exchange of securities, merger, consolidation or
otherwise, (iv) Common Stock issued in (A) a bona fide public offering pursuant
to a firm commitment underwriting or (B) a private placement pursuant to a plan
of distribution that involves resales into a diverse market of "qualified
institutional buyers" (as such term is used in Rule 144A under the Securities
Act) that is broadly marketed by one or more nationally recognized investment
banks, (v) Common Stock issued to lenders or bond purchasers that are
unaffiliated third parties in any financing transaction on arm's-length terms,
(vi) Common Stock issued upon exercise of the AT&T Warrants, the Dark Fiber
Warrants, the First Union Warrants, the High Yield Warrants, the Cisco Warrants,
the Home Run Warrants or the H&S Warrants or (vii) Common Stock issued upon
conversion of shares of the Senior Preferred Stock (collectively, "EXEMPT
ISSUANCES").

            (h) If the Corporation issues any Rights (other than in a dividend
or distribution in which the Holders participate as provided in Section 2(d)
above) for a consideration per share of Common Stock initially deliverable upon
conversion, exchange or exercise of such Rights (including the aggregate
consideration received for the issuance of such Rights plus the aggregate
consideration receivable upon exercise of all such Rights) that is less than the
Current Market Price per share on the date of issuance of such Rights, the
Conversion Price shall be adjusted in accordance with the formula:

                 C' = C x ((0 + (P / M)) / (0 + D))
where:

C'          =     the adjusted Conversion Price.

C           =     the then current Conversion Price.

O           =     the number of shares of Fully Diluted Common Stock outstanding
                  immediately prior to the issuance of such Rights (excluding
                  the shares of Series B Senior Common Stock issuable upon
                  conversion of any shares of Preferred Stock).

P           =     the aggregate consideration received for the issuance of
                  such Rights plus the aggregate consideration receivable upon
                  exercise of all such Rights.

M           =     the Current Market Price per share of Common Stock on the
                  date of issuance of such securities.

D           =     the maximum number of shares deliverable upon conversion or
                  in exchange for or upon exercise of such Rights at the initial
                  conversion, exchange or exercise rate.


                                       13
<Page>

            The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance. If all of
the Common Stock deliverable upon conversion, exchange or exercise of such
Rights has not been issued when such Rights are no longer outstanding, then the
Conversion Price shall promptly be readjusted to the Conversion Price that would
then be in effect had the adjustment upon the issuance of such Rights been made
on the basis of the actual number of shares of Common Stock issued upon
conversion, exchange or exercise of such Rights. This Section 4(h) does not
apply to (i) any transaction that would be an Exempt Issuance if shares of
Common Stock were issued instead of Rights or (ii) the issuance of the AT&T
Warrants, the Dark Fiber Warrants, the First Union Warrants, the Series A Senior
Preferred Stock, the High Yield Warrants (other than the High Yield Warrants
required to be issued on the Second Contingent Warrant Issue Date (as defined in
the High Yield Warrant Agreement)), the Cisco Warrants, the Home Run Warrants
and the H&S Warrants.

            Notwithstanding the foregoing, in the event that any Rights are
granted or issued after the date hereof with respect to which either (i) the
exercise or conversion price applicable to such Right or (ii) the number of
shares of Common Stock for which such Right is exercisable or into which such
Right is convertible is undetermined on the date of issuance, then there shall
not be deemed to have been an issuance of such Rights for purposes of this
Section 4(h) unless and until the date on which the conversion or exercise
price, and the number of shares into which such Rights are exercisable or for
which such Rights are convertible, shall have been determined (subject to any
adjustments that may occur pursuant to the terms thereof after such date of
initial determination).

            (i) If the Corporation consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any person, upon
consummation of such transaction the Senior Preferred Stock shall automatically
become convertible into the kind and amount of securities, cash, or other assets
that the Holder would have owned immediately after the consolidation, merger,
transfer or lease if the Holder had converted the Series B Senior Preferred
Stock immediately before the effective date of the transaction. Concurrently
with the consummation of such transaction, the corporation formed by or
surviving any such consolidation or merger if other than the Corporation, or the
person to which such sale or conveyance shall have been made, shall enter into
an amended Certificate of Designations so providing and further providing for
adjustments which shall be as nearly equivalent as practical to the adjustments
provided for in this Section 4. The successor Corporation shall mail to the
Holders a notice describing the amended Certificate of Designations. If the
issuer of securities deliverable upon conversion of the Series B Senior
Preferred Stock under the amended Certificate of Designations is an Affiliate of
the formed, surviving, transferee or lessee corporation, then that issuer shall
join in the amended Certificate of Designations. If this subsection (i) applies,
other subsections of this Section 4 (except subsection (j) below) do not apply.

            (j) CHANGE OF CONTROL.

            In the event of a Change of Control, if the Current Market Price of
the Corporation's Common Stock as of the date of consummation of such Change of
Control is less than the Conversion Price, the Conversion Price will be reduced
to an adjusted Conversion Price


                                       14
<Page>


equal to the last reported sale price for one share of the Common Stock in an
arm's-length transaction as of the date of the Change of Control. In the event
of a Change of Control involving a sale by the holders of the Common Stock of
all or a portion of the shares of Common Stock held by them to any "person" (as
such term is used in Section 13(d)(3) of the Exchange Act), then the "last
reported sale price" of a share of Common Stock shall be the value of the
consideration received for one share of Common Stock in the transaction
resulting in such Change of Control; PROVIDED that with respect to any non-cash
consideration, the value of such consideration shall be the Fair Market Value
thereof.

            (k) In addition, in the event that any other transaction or event
occurs as to which the foregoing conversion price adjustment provisions are not
strictly applicable but the failure to make any adjustment would adversely
affect the conversion rights represented by the Series B Senior Preferred Stock
in accordance with the essential intent and principles of such provisions, then,
in each such case, the Corporation shall appoint an investment banking firm of
recognized national standing, or any other financial expert that does not (or
whose directors, officers, employees, affiliates or stockholders do not) have a
direct or material indirect financial interest in the Corporation or any of its
Subsidiaries, who has not been, and, at the time it is called upon to give
independent financial advice to the Corporation, is not (and none of its
directors, officers, employees, affiliates or stockholders are) a promoter,
director or officer of the Corporation or any of its Subsidiaries, which will
give their opinion upon, or the Board of Directors shall determine, consistent
with the Board of Directors' fiduciary duties to the Corporation's stockholders,
the adjustment, if any, on a basis consistent with the essential intent and
principles established in the foregoing conversion price adjustment provisions,
necessary to preserve, without dilution, the conversion rights represented by
the Series B Senior Preferred Stock. Upon receipt of such opinion or
determination, the Corporation shall promptly mail a copy thereof to the Holders
and will make the adjustments described therein.

            (l) For purposes of any computation respecting consideration
received pursuant to a transaction described or contemplated by this Section 4,
the following shall apply:

            (i) in the case of the issuance of shares of Common Stock for cash,
      the consideration shall be the amount of such cash, provided that in no
      case shall any deduction be made for any commissions, discounts or other
      expenses incurred by the Corporation for any underwriting of the issue or
      otherwise in connection therewith;

            (ii) in the case of the issuance of shares of Common Stock for a
      consideration in whole or in part other than cash, the consideration other
      than cash shall be deemed to be the Fair Market Value thereof
      (irrespective of the accounting treatment thereof);

            (iii) whenever this Certificate of Designations calls for the
      determination of "FAIR MARKET VALUE," such Fair Market Value shall be
      determined in good faith by the unanimous written consent of Board of
      Directors and as evidenced by a written resolution thereof and in the
      event the Board of Directors cannot unanimously agree on the Fair Market
      Value on any date, the Fair Market Value will be determined pursuant to
      the Valuation Procedures; and


                                       15
<Page>

            (iv) in the case of the issuance of Rights, the aggregate
      consideration received therefor shall be deemed to be the consideration
      received by the Corporation for the issuance of such Rights plus the
      additional minimum consideration, if any, to be received by the
      Corporation upon the conversion or exchange or exercise thereof (the
      consideration in each case to be determined in the same manner as provided
      in this Section 4(l)).

            (m) No adjustment in the Conversion Price need be made unless the
adjustment would require an increase or decrease of at least .01% in the
Conversion Price. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment or upon conversion of any shares
of Senior Preferred Stock. All calculations under this Section 4 shall be made
to the nearest one hundredth of a cent or to the nearest 1/1000th of a share, as
the case may be.

            (n) No adjustment in the Conversion Price need be made under this
Section 4 for any change in the par value or no par value of the Common Stock,
and in no event shall any adjustment be made under this Section 4 that would
reduce the Conversion Price below the par value of the Common Stock.

            (o) The Corporation shall provide to Holders reasonable notice of
any event that would result in an adjustment to the Conversion Price pursuant to
any of the adjustments in this Section 4 so as to permit the Holders to effect a
conversion of shares of Senior Preferred Stock into shares of Common Stock prior
to the occurrence of such event.

            (p) The Corporation from time to time may reduce the Conversion
Price by any amount for any period of time if the period is at least 20 Business
Days and if the reduction is irrevocable during the period, but in no event may
the Conversion Price be less than the par value of a share of Common Stock.
Whenever the Conversion Price is reduced, the Corporation shall mail to Holders
a notice of the reduction. The Corporation shall mail, first class, postage
prepaid, the notice at least 15 days before the date the reduced Conversion
Price takes effect. The notice shall state the reduced Conversion Price and the
period it will be in effect. A reduction of the Conversion Price pursuant to
this Section 4(p) does not change or adjust the Conversion Price otherwise in
effect for purposes of Sections 4(f), 4(g), 4(h), 4(i) and 4(j) above.

            (q) If:

            (i) the Corporation takes any action which would require an
      adjustment in the Conversion Price pursuant to clause (iv) of Section 4(f)
      above;

            (ii) the Corporation consolidates or merges with, or transfers all
      or substantially all of its assets to, another corporation, and
      stockholders of the Corporation must approve the transaction; or

            (iii) there is a dissolution or liquidation of the Corporation;

a Holder may want to convert such stock into shares of Common Stock prior to the
record date for or the effective date of the transaction so that he may receive
the rights, warrants, securities or assets which a holder of shares of Common
Stock on that date may receive.


                                       16
<Page>

Therefore, the Corporation shall mail to such Holders, first class, postage
prepaid, a notice stating the proposed record or effective date, as the case may
be. The Corporation shall mail the notice at least ten days before such date. No
transaction referred to in clause (i), (ii) or (iii) of this Section 4(q) may be
consummated until the tenth day following delivery of such notice.

            (r) Except as provided in the immediately following sentence, any
determination that the Corporation or its Board of Directors must make pursuant
to this Section 4 shall be conclusive. Whenever the Corporation or its Board of
Directors shall be required to make a valuation determination under this Section
4, such determination shall be made in good faith by the unanimous written
consent of the Board of Directors as evidenced by a written resolution thereof;
PROVIDED that in the event the Board of Directors cannot unanimously agree on
any determination of value, such dispute shall be resolved pursuant to the
Valuation Procedures.

            (s) All shares of Series B Senior Preferred Stock converted pursuant
to this Section 4 shall be retired and shall be restored to the status of
authorized and unissued shares of preferred stock, without designation as to
series and may thereafter be reissued as shares of any series of preferred stock
other than Senior Preferred Stock.

            (t) The Corporation shall not pay any dividend or make any
distribution to, or on behalf of, the holders of any class or series of common
equity of the Corporation unless the holders of Common Stock share therein on an
equal share for share basis.

            (u) Except as specifically set forth in this Section 4, none of the
adjustments described in this Section 4 shall duplicate adjustments previously
made or made simultaneously pursuant to other subsections of this Section 4, or
otherwise double count any transaction.

            5. REDEMPTION BY THE CORPORATION.

            (a) On August 15, 2010 (the "MANDATORY REDEMPTION DATE"), the
Corporation shall redeem all outstanding shares of Series B Senior Preferred
Stock at a price in cash equal to the Liquidation Preference thereof plus
accrued dividends thereon from the most recent Dividend Payment Date to the date
of redemption.

            (b) The Series B Senior Preferred Stock may not be redeemed at the
option of the Corporation prior to the Mandatory Redemption Date.

            (c) Notice of redemption shall be sent by or on behalf of the
Corporation not more than 90 days nor less than 30 days prior to the Mandatory
Redemption Date by first class mail, postage prepaid, to all Holders of record
at their respective last addresses as they shall appear on the books of the
Corporation; PROVIDED, HOWEVER, that no failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series B Senior Preferred Stock
except as to the Holder to whom the Corporation has failed to give notice or
except as to the Holder to whom notice was defective. In addition to any
information required by law or by the applicable rules of any exchange upon
which Series B Senior Preferred Stock may be listed or admitted to trading, such
notice shall state: (i) the Mandatory Redemption Date; (ii) the redemption
price; (iii) the number of shares of Series B Senior Preferred Stock to be
redeemed; (iv) the place or places where certificates for


                                       17
<Page>

such shares are to be surrendered for payment of the redemption price, including
any procedures applicable to redemptions to be accomplished through book-entry
transfers; (v) that dividends on the shares to be redeemed will cease to accrue
on the Mandatory Redemption Date; (vi) the Conversion Price; (vii) that Series B
Senior Preferred Stock called for redemption may be converted at any time before
the close of business on the Mandatory Redemption Date; and (viii) that Holders
must satisfy the requirements of Section 4(b) above if such Holders desire to
convert such shares.

            (d) If notice has been mailed in accordance with Section 5(c) above
and provided that on or before the Mandatory Redemption Date specified in such
notice, all funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds in trust for the pro rata
benefit of the Holders of the shares so called for redemption, so as to be, and
to continue to be available therefor, then, from and after the Mandatory
Redemption Date, dividends on the shares of the Series B Senior Preferred Stock
so called for redemption shall cease to accrue, and said shares shall no longer
be deemed to be outstanding and shall not have the status of shares of Series B
Senior Preferred Stock, and all rights of the Holders thereof as stockholders of
the Corporation (except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender, in accordance with said notice, of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice shall so state),
such shares shall be redeemed by the Corporation at the redemption price.

            (e) Any deposits of funds with a bank or trust company for the
purpose of redeeming Series B Senior Preferred Stock shall be irrevocable except
that:

            (i) the Corporation shall be entitled to receive from such bank or
      trust company the interest or other earnings, if any, earned on any money
      so deposited in trust, and the Holders of any shares redeemed shall have
      no claim to such interest or other earnings; and

            (ii) subject to applicable escheat or similar laws, any balance of
      monies so deposited by the Corporation and unclaimed by the Holders
      entitled thereto at the expiration of two years from the applicable
      Mandatory Redemption Date shall be repaid, together with any interest or
      other earnings earned thereon, to the Corporation, and after any such
      repayment, the Holders of the shares entitled to the funds so repaid to
      the Corporation shall look only to the Corporation for payment without
      interest or other earnings.

            (f) All shares of Series B Senior Preferred Stock redeemed pursuant
to this Section 5 shall be restored to the status of authorized and unissued
shares of preferred stock, without designation as to series and may thereafter
be reissued as shares of any series of preferred stock.


                                       18
<Page>

            6. VOTING RIGHTS.

            In addition to any voting rights provided elsewhere herein, and any
voting rights provided by law, the Holders of shares of Series B Senior
Preferred Stock shall have the following voting rights:

            (a) So long as the Series B Senior Preferred Stock is outstanding,
each share of Series B Senior Preferred Stock shall entitle the Holder thereof
to vote on all matters voted on by holders of the Capital Stock of the
Corporation into which such share of Senior Preferred Stock is convertible,
voting together as a single class with the other shares entitled to vote, at all
meetings of the stockholders of the Corporation. With respect to any such vote,
each share of Senior Preferred Stock shall entitle the Holder thereof to cast
the number of votes equal to the number of votes which could be cast in such
vote by a holder of the shares of Capital Stock of the Corporation into which
such share of Senior Preferred Stock is convertible on the record date for such
vote or, if no such record date is established, on the date any written consent
of stockholders is solicited; provided, however, that if such vote relates to
the liquidation, dissolution or winding up of the Corporation or any other
matter which, if approved would entitle the Holder thereof to receive on an
accelerated basis any additional shares of Senior Preferred Stock, then the
number of votes such Holder shall be entitled to cast shall be the number of
votes equal to the number of votes which could be cast in such vote by a holder
of shares of Capital Stock of the Corporation into which such share of Senior
Preferred Stock (and any Senior Preferred Stock that would be so received on an
accelerated basis) would be convertible.

            (b) If and upon the failure, for a period of 30 days after delivery
of notice by the Majority Holders, of the Corporation to:

            (i) honor its obligations with respect to any share of Series B
      Senior Preferred Stock upon conversion thereof pursuant to Section 4
      hereof;

            (ii) satisfy any mandatory redemption or repurchase obligation
      (including, without limitation, pursuant to any required Change of Control
      Offer) with respect to the Series B Senior Preferred Stock;

            (iii) make a Change of Control Offer on the terms and in accordance
      with the provisions described below in Section 7 hereof; or

            (iv) comply with any of the other covenants or agreements set forth
      in this Certificate of Designations and the continuance of such failure
      for 60 consecutive days or more (each of the events described in clauses
      6(b)(i) through (iv) being referred to herein as a "VOTING RIGHTS TRIGGER
      EVENT");

then the Holders of a majority of the outstanding shares of the Series B Senior
Preferred Stock, voting separately as a class, shall be entitled at the next
annual meeting of the stockholders or at any special meeting to elect such
number of Directors as constitutes a majority of the Corporation's Board of
Directors; provided that for so long as any other series of Senior Preferred
Stock has the right to elect or appoint a number of Directors as constitutes a
majority of the Corporation's Board of Directors, then the holders of all shares
of Senior Preferred Stock


                                       19
<Page>

shall vote together as a single class to elect such majority at such meeting,
voting on an as converted basis based on the number of shares of Common Stock
into which each share of Senior Preferred Stock is then convertible. Upon
election, such directors shall become additional directors of the Corporation
and the authorized number of directors of the Corporation shall thereupon be
automatically increased by such number of directors. The exercise of such right
by the holders of the Senior Preferred Stock shall be accompanied by a
resolution of the holders (which may be passed at a meeting of the holders or in
writing to the extent permitted under applicable law) instructing such
additional directors to use their good faith effort to cause the Corporation to
cure the Voting Rights Trigger Event (and any similar event) as expeditiously as
possible.

            (c) Whenever a Voting Rights Trigger Event shall have occurred and
be continuing, the voting rights set forth in Section 6(b) above may be
exercised initially either at a special meeting of the Holders, called as
hereinafter provided, or at any annual meeting of stockholders held for the
purpose of electing directors, and thereafter at such annual meetings or by the
written consent of the Holders. Such right of the Holders to elect additional
directors may be exercised until all Voting Rights Trigger Events have been
cured or waived, at which time the right of the Holders to elect such number of
directors shall cease, the term of such directors previously elected shall
thereupon terminate, and the authorized number of directors of the Corporation
shall thereupon return to the number of authorized directors otherwise in
effect, but subject always to the same provisions for the renewal and divestment
of such special voting rights in the case of any such future default.

            (d) At any time when the voting right shall have vested in the
Holders pursuant to Section 6(b) above and if such right shall not already have
been initially exercised, a proper officer of the Corporation shall, upon the
written request of Holders of record of 10% or more of the Series B Senior
Preferred Stock then outstanding, addressed to the Secretary of the Corporation,
call a special meeting of Holders. Such meeting shall be held at the earliest
practicable date upon the notice required for annual meetings of stockholders at
the place for holding annual meetings of stockholders of the Corporation or, if
none, at a place designated by the Secretary of the Corporation. If such meeting
shall not be called by the proper officers of the Corporation within 30 days
after the personal service of such written request upon the Secretary of the
Corporation, or within 30 days after mailing the same within the United States,
by registered mail, addressed to the Secretary of the Corporation at its
principal office (such mailing to be evidenced by the registry receipt issued by
the postal authorities), then the Holders of record of 10% of the shares of
Series B Senior Preferred Stock then outstanding may designate in writing a
Holder to call such meeting at the expense of the Corporation, and such meeting
may be called by such person so designated upon the notice required for annual
meetings of stockholders and shall be held at the place for holding annual
meetings of the Corporation or, if none, at a place designated by such Holder.
Any Holder that would be entitled to vote at such meeting shall have access to
the stock books of the Corporation for the purpose of causing a meeting of
stockholders to be called pursuant to the provisions of this Section.

            (e) If any of the directors so elected by the Holders pursuant to
Section 6(b), 6(c) and 6(d) shall cease to serve as a director before his term
shall expire, the Holders of Series B Senior Preferred Stock then outstanding
may, at a special meeting of the Holders called as provided above, elect a
successor to hold office for the unexpired term of the director whose


                                       20
<Page>

place shall be vacant; provided that if a Voting Rights Trigger Event (or
similar event) has occurred and is continuing with respect to any other series
of Senior Preferred Stock, then the holders of all shares of Senior Preferred
Stock shall vote together as a single class to elect such successor, voting on
an as converted basis based on the number of shares of Common Stock into which
each share of Senior Preferred Stock is then convertible.

            (f) The Corporation shall not, without the affirmative vote of the
Majority Holders (voting as a single class):

            (i) effect any amendment, alteration or repeal of any of the
      provisions of the Amended and Restated Certificate of Incorporation
      (including without limitation this Certificate of Designations and the
      Certificate of Designations relating to the Series A Senior Preferred
      Stock) or the by laws of the Corporation which adversely affects the
      voting powers, preferences and relative, participating, optional and other
      special rights of the Holders;

            (ii) effect any authorization, issuance or creation of, or increase
      in the amount of any (A) Junior Securities (other than the Common Stock)
      having the right to receive cash dividends prior to the payment of any
      such cash dividends to Holders of Series B Senior Preferred Stock or
      having a repurchase or redemption right that may be exercised or otherwise
      effected prior to the Mandatory Redemption Date, (B) Parity Securities
      having a repurchase or redemption right that may be exercised or otherwise
      effected prior to any comparable right of the Series B Preferred Stock,
      PROVIDED that the Corporation shall not issue such Parity Securities to a
      Named Competitor (as defined in the Stockholders Agreement) unless such
      issuance is in compliance with the Stockholders Agreement, or (C) Senior
      Securities; and

            (iii) effect any amendment to the terms of the AT&T Warrants, the
      First Union Warrants, the High Yield Warrants, the Cisco Warrants, the
      Dark Fiber Warrants, the Home Run Warrants or the H&S Warrants in a manner
      that adversely affects the Holders.

            (g) Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any shares of Series B Senior Preferred Stock
held by a non-consenting Holder):

            (i) alter the voting rights with respect to the Series B Senior
      Preferred Stock or reduce the number of shares of Series B Senior
      Preferred Stock whose Holders must consent to an amendment, supplement or
      waiver;

            (ii) reduce the Liquidation Preference of any share of Series B
      Senior Preferred Stock;

            (iii) reduce the Conversion Rate or the rate of or change the time
      for payment of dividends on any share of Series B Senior Preferred Stock;

            (iv) alter the mandatory redemption provisions contained in Section
      5 above or redeem, purchase or otherwise acquire for value (or pay into or
      set aside for a


                                       21
<Page>

      sinking fund for such purposes) any share of Series B Senior Preferred
      Stock other than in accordance with the terms hereof; or

            (v) make any change in the foregoing amendment and waiver
      provisions.

            7. CHANGE OF CONTROL.

            (a) The Corporation shall not undertake, participate in or approve
any transaction involving a Change of Control unless proper provision has been
made to effect the provisions of this Section 7.

            (b) Upon the occurrence of a Change of Control other than a Change
of Control that has been unanimously approved by the members of the Board of
Directors nominated by the Holders pursuant to the Stockholders Agreement, each
Holder shall have the right to require the Corporation to repurchase all or any
part of such Holder's shares of Series B Senior Preferred Stock (a "CHANGE OF
CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate
Liquidation Preference thereof plus accrued dividends thereon from the most
recent Dividend Payment Date to the date of purchase (the "CHANGE OF CONTROL
PAYMENT").

            (c) The Change of Control Offer shall include all instructions and
materials necessary to enable Holders to tender their shares of Series B Senior
Preferred Stock.

            (d) The Corporation shall comply with the requirements of Rule l4e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the shares of Series B Senior Preferred Stock as a result of a
Change of Control.

            (e) Within 30 days following any Change of Control, the Corporation
shall mail a notice to each Holder stating:

            (i) that the Change of Control Offer is being made pursuant to this
      Section 7 and that all shares of Series B Senior Preferred Stock tendered
      will be accepted for payment;

            (ii) the purchase price and the purchase date, which shall be no
      earlier than 30 days nor later than 60 days from the date such notice is
      mailed (the "CHANGE OF CONTROL PAYMENT DATE");

            (iii) that any share of Series B Senior Preferred Stock not tendered
      will continue to accrue dividends;

            (iv) that, unless the Corporation fails to pay the Change of Control
      Payment, all shares of Series B Senior Preferred Stock accepted for
      payment pursuant to the Change of Control Offer shall cease to accrue
      dividends after the Change of Control Payment Date;


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            (v) that Holders electing to have any shares of Series B Senior
      Preferred Stock purchased pursuant to a Change of Control Offer will be
      required to surrender the shares of Series B Senior Preferred Stock, with
      the form entitled "Option of Holder to Elect Purchase" which shall be
      included with the Notice of Change of Control completed, to the
      Corporation at the address specified in the notice prior to the close of
      business on the third Business Day preceding the Change of Control Payment
      Date;

            (vi) that Holders will be entitled to withdraw their election if the
      Corporation receives, not later than the close of business on the tenth
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the number of shares of Senior Preferred Stock delivered for
      purchase, and a statement that such Holder is withdrawing his election to
      have such shares purchased; and

            (vii) the circumstances and relevant facts regarding such Change of
      Control (including, but not limited to, information with respect to PRO
      FORMA historical financial information after giving effect to such Change
      of Control and information regarding the Person or Persons acquiring
      control).

            (f) On the Change of Control Payment Date, the Corporation shall
accept for payment all shares of Series B Senior Preferred Stock properly
tendered pursuant to the Change of Control Offer. The Corporation shall promptly
mail to each Holder so tendered the Change of Control Payment for such Series B
Senior Preferred Stock and the Corporation will promptly authenticate and mail
(or cause to be transferred by book-entry) to each Holder a new certificate
representing the shares of Series B Senior Preferred Stock equal in Liquidation
Preference amount to any unpurchased portion of the shares of Series B Senior
Preferred Stock surrendered, if any.

            (g) Notwithstanding the foregoing, (i) in no event shall the Holders
have the right to require the Corporation to purchase shares of Series B Senior
Preferred Stock pursuant to this Section 7 unless and to the extent that the
holders of Notes have the right to require the Corporation to purchase such
Notes pursuant to Section 4.15 of the Indenture, and (ii) the rights of the
Holders pursuant to this Section 7 shall become operative only after the
Corporation's compliance with Section 4.15 of the Indenture, including the
repurchase of any Notes thereunder from the holders of Notes. Notwithstanding
anything to the contrary in this Certificate of Designations, prior to complying
with the provisions of this Section 7, but in any event within 90 days following
a Change of Control, the Corporation shall either repay all outstanding
indebtedness or obtain the requisite consents, if any, under all agreements
governing indebtedness of the Corporation or any of its Subsidiaries, including
the Indenture, to permit the repurchase of Series B Senior Preferred Stock
required by this Section 7, such that the immediately preceding sentence becomes
inoperative.

            (h) The Corporation shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 7 applicable to a Change of Control Offer
made by the Corporation and purchases all shares of Series B Senior Preferred
Stock validly tendered and not withdrawn under such Change of Control Offer.


                                       23
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            8. AUTOMATIC CONVERSION. Upon the consummation of any of:

                     (a) a Qualifying Public Offering;

                     (b) a firm commitment underwritten public offering by the
            Corporation of its Common Stock, with the written consent of the
            Majority Holders prior to the consummation of such offering; or

                     (c) a Company Sale,

all shares of Series B Senior Preferred Stock shall, by virtue of and
simultaneously with the closing of such offering and without any action on the
part of the Corporation, be deemed automatically converted into a number of
fully paid and nonassessable shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share of Common Stock) equal to the then
applicable Conversion Rate multiplied by the number of shares of Series B Senior
Preferred Stock then outstanding; PROVIDED that in the event of a Company Sale
in which neither clause (b) nor clause (c) of the proviso in the definition of
"Company Sale" applies, the Corporation will notify the Holders of the material
terms of such Company Sale (including the price per Equivalent Share) not later
than 60 days prior to the consummation of any Company Sale (which 60-day notice
period may be reduced with the consent of the Majority Holders) (the "COMPANY
NOTICE") and, in lieu of conversion, at the election of any Holder by written
notice received by the Corporation not more than 15 days following delivery of
the Company Notice, all of the issued and outstanding shares of Series B Senior
Preferred Stock held by such Holder shall be repurchased by the Corporation at a
price in cash equal to 101% of the aggregate Liquidation Preference thereof plus
accumulated and unpaid dividends thereon from the most recent Dividend Payment
Date to the date of purchase in accordance with the procedures set forth in
Section 7 (provided that for such purposes a Change of Control Offer shall be
deemed to have been made by the Corporation and accepted by all such Holders,
and the Change of Control Payment Date shall be deemed to be the date of such
Company Sale); and PROVIDED FURTHER, that in the event of a material change in
the terms of the Company Sale from those set forth in the Company Notice,
including but not limited to any increase in the price per Equivalent Share, the
Corporation shall deliver a revised Company Notice reflecting the changed terms
of the Company Sale to the Holders and such Holders shall again have the right
of election set forth above.

            9. CERTAIN COVENANTS.

            (a) REPORTS. Whether or not required by the rules and regulations of
the Commission, so long as any shares of Series B Senior Preferred Stock are
outstanding, the Corporation shall furnish to the Holders, within five days of
the time periods specified in the Commission's rules and regulations, all annual
financial statements that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Corporation were required to file such
Forms, including "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Corporation's certified independent accountants. In
addition, so long as any shares of the Series B Senior Preferred Stock are
outstanding, the Corporation shall promptly furnish to the Holders all filings
made with the Commission.


                                       24
<Page>

            (b) CONFLICTS. If any provisions of the Corporation's By-laws or
Stockholders Agreement conflict in any way with this Certificate of
Designations, this Certificate of Designations shall govern, and the Corporation
shall, so long as any of the shares of Series B Senior Preferred Stock are
outstanding, take all actions necessary to amend such By-laws or Stockholders
Agreement and thereby resolve the conflict.

            (c) USE OF PROCEEDS. The proceeds from the issuance of the Series B
Senior Preferred Stock will be used by the Corporation in the development of the
Corporation's proposed United States fiber optic network.

            (d) NO IMPAIRMENT. The Corporation will not, by amendment of its
Amended and Restated Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Certificate of Designations and in the taking of all
such action as may be necessary or appropriate to protect the conversion,
redemption and sale rights of the holders of the Series B Senior Preferred Stock
against impairment.

            (e) NOTICES. The Corporation will notify the Holders of the material
terms of a Company Sale not more than 30 days prior to such Company Sale.

            10. PAYMENT AND CONVERSION.

            (a) All amounts payable in cash with respect to the Series B Senior
Preferred Stock shall be payable in United States dollars and may be paid by
check mailed to the Holders at their respective addresses set forth in the
register of Holders maintained by the Corporation, PROVIDED that all cash
payments with respect to shares of Series B Senior Preferred Stock the Holders
of which have given wire transfer instructions to the Corporation not later than
72 hours prior to the date of payment will be required to be made by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof.

            (b) Any payment on the Series B Senior Preferred Stock due on any
day that is not a Business Day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such due date.

            11. EXCLUSION OF OTHER RIGHTS.

            Except as may otherwise be required by law, the shares of Series B
Senior Preferred Stock shall not have any voting powers, preferences and
relative, participating, optional or other special rights, other than those
specifically set forth in this Certificate of Designations (as such Certificate
of Designations may be amended from time to time) and in the Amended and
Restated Certificate of Incorporation.

            12. HEADINGS OF SUBDIVISIONS.

            The headings of the various subdivisions hereof are for convenience
of reference only and shall not affect the interpretation of any of the
provisions hereof.


                                       25
<Page>

            13. SEVERABILITY OF PROVISIONS.

            If any voting powers, preferences and relative, participating,
optional and other special rights of the Series B Senior Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as such resolution may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Series B Senior Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional and other special rights of Series B Senior Preferred
Stock and qualifications, limitations and restrictions thereof shall,
nevertheless, remain in full force and effect, and no voting powers, preferences
and relative, participating, optional or other special rights of Series B Senior
Preferred Stock and qualifications, limitations and restrictions thereof herein
set forth shall be deemed dependent upon any other such voting powers,
preferences and relative, participating, optional or other special rights of
Series B Senior Preferred Stock and qualifications, limitations and restrictions
thereof unless so expressed herein.



                                       26
<Page>

            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be duly executed by David Taylor this 24th day of May, 2001.

                                    VELOCITA CORP.


                                    By: /s/ David L. Taylor
                                        -------------------------------
                                        Name:   David L. Taylor
                                        Title:  Chief Financial Officer