Exhibit
3.1 (a)





RESTATED
CERTIFICATE OF INCORPORATION




OF




ABOVENET,
INC.




1. 
The name of the Corporation is AboveNet, Inc (the “Corporation”). The original
Certificate of Incorporation was filed on April 8, 1993 with the Delaware
Secretary of State under the name of National Fiber Networks Inc.




2.  This Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 245
of the General Corporation Law of the State of Delaware (the “GCL”) by the board of
directors of the Corporation (the “Board of Directors”) without
a vote of the Corporation’s stockholders (the “Stockholders”).




3.  This Restated Certificate of
Incorporation restates and integrates and does not further amend the provisions
of the Corporation’s Certification of Incorporation as heretofore amended or
supplemented and there is no discrepancy between those provisions and this
Restated Certificate of Incorporation.




4.  The text of the Certificate of
Incorporation, as amended and supplemented through the date hereof, is hereby
restated in its entirety to read as follows:




FIRST:
    The name of the Corporation is
AboveNet, Inc.




SECOND:
    The address of the registered office of the Corporation
in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle,
Delaware 19808.  The Corporation’s registered agent at such address is
Corporation Service Company.




THIRD:
    The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
GCL.




FOURTH:
    The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 210,000,000, of which
10,000,000 are to be shares of preferred stock (“Preferred Stock ”), par value
$.01 per share, and 200,000,000 are to be shares of common stock (“Common Stock ”), par value
$.01 per share.




Preferred
Stock may be issued from time to time in one or more classes or series, each of
which classes or series shall have such distinctive designation or title as
shall be fixed by the Board of Directors prior to the issuance of any shares
thereof. The Board of Directors is hereby authorized to determine or alter the
powers, rights, preferences, privileges, qualifications, limitations, and
restrictions granted to or imposed upon any wholly unissued class or series of
Preferred Stock, including without limiting the generality of the preceding
clause, the authority to fix or alter the dividend rights, dividend rates,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preference of said shares, all as shall be stated in such resolution or
resolutions providing for the issuance of such class or series of Preferred
Stock as may be adopted from time to time by the Board of Directors. The Board
of Directors is further authorized to determine or alter from time to time the
number of shares of Preferred Stock constituting any such class or series and
the designation thereof, and to increase or decrease the number of shares of any
class or series subsequent to the issue of such shares of that class or series,
but not the number of shares of such class or series then issued and
outstanding. In case the number of shares of any class or series shall be so
decreased, the shares removed from such class or series by such decrease shall
be restored to the status they had before their inclusion in the class or series
from which they are removed.







Subject
to all of the rights of the holders of Preferred Stock that may hereafter be
issued, (i) such dividends or distributions as may be determined by the
Board of Directors, in its sole discretion, may from time to time be declared
and paid or made upon the Common Stock out of assets legally available therefor,
and (ii) except as otherwise required by law, each outstanding share of
Common Stock shall be entitled to one vote on each matter on which Stockholders
of the Corporation or the holders of Common Stock shall be entitled to
vote.




The
Corporation shall be entitled to treat the person in whose name any share of its
stock is registered as the owner thereof for all purposes and shall not be bound
to recognize any equitable or other claim to, or interest in, such share on the
part of any other person whether or not the Corporation shall have notice
thereof, except as expressly provided by applicable law.




The
Corporation shall be prohibited from issuing nonvoting stock.





Series A Junior
Participating Preferred Stock





Section
1.  Designation
and Amount.Five Hundred Thousand (500,000) shares of Preferred
Stock are designated “Series A
Junior Participating Preferred Stock” with the designations and the
powers, preferences and rights, and the qualifications, limitations and
restrictions specified herein (the “Junior Preferred Stock”).
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, that no decrease shall reduce the number of shares of
Junior Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Junior
Preferred Stock.





Section
2.  Dividends and
Distributions.




(a)  Subject
to the rights of the holders of any shares of any series of the Corporation’s
Preferred Stock, or any similar stock ranking prior and superior to the Junior
Preferred Stock with respect to dividends, the holders of shares of Junior
Preferred Stock, in preference to the holders of the Corporation’s Common Stock,
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of April, July,
October and January in each year (each such date being referred to herein as a
“Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Junior Preferred Stock, in
an amount per share (rounded to the nearest cent) equal to the greater of (a)
$l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Junior Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case, the amount to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.


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(b)  The
Corporation shall declare a dividend or distribution on the Junior Preferred
Stock as provided in paragraph (a) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided, that in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Junior Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.




(c)  Dividends
shall begin to accrue and be cumulative on outstanding shares of Junior
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Junior
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Junior Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Junior Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.





Section
3.  Voting
Rights.The holders of shares of Junior Preferred Stock shall have
the following voting rights:




(a)  Subject
to the provision for adjustment hereinafter set forth, each share of Junior
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the Stockholders. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Junior Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.




(b)  Except
as otherwise provided herein, in any Certificate of Designation creating a
series of Preferred Stock or any similar stock, or by law, the holders of shares
of Junior Preferred Stock and the holders of shares of Common Stock and any
other capital stock having general voting rights shall vote together as one
class on all matters submitted to a vote of the Stockholders.




(c)  Except
as set forth herein, or as otherwise provided by law, holders of Junior
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate
action.


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Section
4.  Certain
Restrictions.




(a)  Whenever
quarterly dividends or other dividends or distributions payable on the Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Junior Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:




(i)  declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Junior Preferred Stock;




(ii)  declare
or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Junior Preferred Stock, except dividends paid ratably on
the Junior Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;




(iii)  redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Junior Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Junior Preferred Stock;
or




(iv)  redeem
or purchase or otherwise acquire for consideration any shares of Junior
Preferred Stock, or any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Junior
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.




(b)  The
Corporation shall not permit any of its subsidiaries to purchase or otherwise
acquire for consideration any shares of the Corporation’s capital stock unless
the Corporation could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.





Section
5.  Reacquired
Shares.Any shares of Junior Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in any Certificate of
Designation creating a series of Preferred Stock or any similar stock or as
otherwise required by law.





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Section
6.  Liquidation,
Dissolution or Winding Up.Upon the Corporation’s liquidation,
dissolution or winding up, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Preferred Stock unless, prior thereto,
the holders of shares of Junior Preferred Stock shall have received $100 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Junior Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be distributed per share
to holders of shares of Common Stock, or (2) to the holders of shares of stock
ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Junior
Preferred Stock, except distributions made ratably on the Junior Preferred Stock
and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.





Section
7.  Consolidation, Merger,
Etc.In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Junior Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Junior
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.





Section
8.  No
Redemption.  The shares of Junior Preferred Stock shall not be
redeemable.





Section
9.  Rank.  The
Junior Preferred Stock shall rank, with respect to the payment of dividends and
the distribution of assets, junior to all series of any other class of Preferred
Stock.





Section
10.  Amendment.  The
Corporation’s Certificate of Incorporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Junior Preferred Stock, voting together as a single class.




FIFTH:
    (a) The Corporation shall, to the fullest extent
permitted by the GCL, as amended from time to time, and as provided in the
bylaws of the Corporation (the “Bylaws”), indemnify and hold
harmless any and all directors and officers whom it shall have the power to
indemnify pursuant to the GCL or the Bylaws from and against any and all
liabilities (including expenses) imposed on or reasonably incurred by such
directors or officers in connection with any actual or threatened action, suit
or other proceeding in which any such director or officer may become involved as
a defendant or otherwise or by which such director or officer may be threatened
with involvement as a defendant or otherwise, or as to which the power to
indemnify may exist under the GCL or Bylaws or otherwise at law or in equity, in
each case as to actions brought by reason of the fact that such director or
officer is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other entity or enterprise, as
the case may be, and such obligation shall continue notwithstanding that any
such person shall have ceased to serve as a director or officer of the
Corporation.


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(b)  The
Corporation may, to the fullest extent permitted by the GCL, as amended from
time to time, and as provided in the Bylaws, indemnify and hold harmless any and
all persons whom it shall have the power to indemnify pursuant to the GCL or the
Bylaws from and against any and all liabilities (including expenses) imposed on
or reasonably incurred by such persons in connection with any actual or
threatened action, suit or other proceeding in which any such person may become
involved as a defendant or otherwise or by which such person may be threatened
with involvement as a defendant or otherwise, or as to which the power to
indemnify may exist under the GCL or Bylaws or otherwise at law or in equity, in
each case as to actions brought by reason of the fact that such person is or was
an employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other entity or enterprise, as
the case may be.




(c)  Expenses
(including attorneys’ fees) incurred by a director or officer in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation. Such expenses incurred by other employees and
agents (including attorneys’ fees) may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.




SIXTH:
    A director of the Corporation shall not be personally
liable to the Corporation or its Stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director’s duty of loyalty to the Corporation or its Stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or
(iv) for any transaction from which the director derived any improper
personal benefit. If the GCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of directors of the Corporation shall be eliminated or limited to the fullest
extent permitted by the GCL, as so amended. No amendment or repeal of this
Article SIXTH or of Article FIFTH of this Restated Certificate of Incorporation,
as it may be further amended (this " Certificate ") shall apply to
or have any effect on the liability or alleged liability or right to indemnity
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring at the time of or prior to such amendment or
repeal.




SEVENTH:
    Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
Corporation and its Stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or Stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors
or class of creditors, and/or of the Stockholders or class of Stockholders of
the Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the Stockholders or class of
Stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the Stockholders or class of Stockholders, of the Corporation, as the case
may be, and also on the Corporation.


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EIGHTH:
    In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered to make, alter, amend or repeal the Bylaws in
any manner not inconsistent with this Certificate or the laws of the State of
Delaware, subject to the power of the Stockholders of the Corporation having
voting power to alter, amend or repeal the Bylaws.




NINTH:
    The Stockholders shall be entitled to vote only at an
annual or special meeting of the Stockholders in accordance with the Bylaws and
shall not be permitted to act by written consent in lieu of a
meeting.




TENTH:
    Advance notice of Stockholder nominations for the
election of directors and of business to be brought by Stockholders before any
meeting of the Stockholders shall be given in the manner provided in the
Bylaws.




ELEVENTH:
    The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate, in the manner now
or hereafter prescribed by law, and all rights and powers conferred upon
Stockholders are subject to this reservation.




IN WITNESS WHEREOF, AboveNet,
Inc. has caused this Restated Certificate of Incorporation to be signed this 3rd
day of August, 2010.





By:
              /s/ Robert SokotaRobert
      SokotaSenior
      Vice President,General
      Counsel and Secretary




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