Exhibit 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         INTERMEDIA COMMUNICATIONS INC.

      Intermedia Communications Inc., a corporation organized and existing under
the laws of the State of Delaware (hereinafter referred to as the
"Corporation"), hereby certifies as follows:

      1. This Amended and Restated Certificate of Incorporation, which was duly
adopted in accordance with Sections 242 and 245 of the Delaware General
Corporation Law, restates and integrates and further amends the Restated
Certificate of Incorporation of the Corporation. The Corporation was originally
incorporated under the name Intermediate Communications of Florida, Inc., and
the original certificate of incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on November 9, 1987.

      2. The text of the Restated Certificate of Incorporation of the
Corporation as heretofore amended or supplemented, is hereby restated and
further amended to read, in its entirety, as follows:

      FIRST:The name of the Corporation is Intermedia Communications Inc.

      SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808, in the
County of New Castle. The name of its registered agent at that 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 General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

      FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is 152,000,000 shares, of which 150,000,000 shares
shall be classified as Common Stock, $.01 par value per share ("Common Stock"),
and 2,000,000 shares shall be classified
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as Preferred Stock, $1.00 par value per share ("Preferred Stock").

      The following is a statement of the designations and the powers,
privileges and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof in respect of each class of
capital stock of the Corporation.

      A. COMMON STOCK.

            1. General. The voting, dividend and liquidation rights of the
      holders of the Common Stock are subject to and qualified by the rights of
      the holders of the Preferred Stock of any series as may be designated by
      the Board of Directors of the Corporation (the "Board") upon any issuance
      of the Preferred Stock of any series.

            2. Voting. The holders of the Common Stock are entitled to one vote
      for each share held at all meetings of stockholders. There shall be no
      cumulative voting.

            3. Dividends. Dividends may be declared and paid on the Common Stock
      from sources lawfully available therefor as and when determined by the
      Board and subject to any preferential dividend rights of any then
      outstanding Preferred Stock.

            4. Liquidation. Upon the dissolution or liquidation of the
      Corporation, whether voluntary or involuntary, holders of Common Stock
      will be entitled to receive all assets of the Corporation available for
      distribution to its stockholders, subject to any preferential or
      participating rights of any then outstanding Preferred Stock.

      B. PREFERRED STOCK.

            The Preferred Stock may be issued in one or more series. The number,
      designation and all of the powers, preferences and relative,
      participating, optional or other rights, and the qualifications,
      limitations or restrictions of the shares of any series of Preferred Stock
      may be fixed by the Board as provided in Section 151 of the GCL. Different
      series of Preferred Stock shall not be construed to constitute different
      classes of shares for the purposes of voting by classes unless expressly
      so provided.
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            The number, designations, powers, preferences and relative,
      participating, optional or other rights, and the qualifications,
      limitations or restrictions, of the respective series of Preferred Stock
      issued by the Corporation prior to the date of filing of this Amended and
      Restated Certificate of Incorporation and outstanding on the date hereof
      are set forth in (a) the Certificate of Designation of Voting Power,
      Designation Preferences and Relative, Participating, Optional and Other
      Special Rights and Qualifications, Limitations and Restrictions of 13 1/2%
      Series A and Series B Redeemable Exchangeable Preferred Stock Due 2009
      filed in the office of the Secretary of State of the State of Delaware on
      March 6, 1997 (as amended (i) by the Certificate of Amendment to the
      Restated Certificate of Incorporation filed with the office of the
      Secretary of State of the State of Delaware on May 30, 1997, and (ii)
      pursuant to the Certificate of Merger (the "Certificate of Merger")
      providing for the merger of Wildcat Acquisition Corp. with and into the
      Corporation filed with the office of the Secretary of State of the State
      of Delaware on June 29, 2001), as provided in Exhibit A attached hereto,
      (b) the Certificate of Designation of Voting Power, Designation
      Preferences and Relative, Participating, Optional and Other Special Rights
      and Qualifications, Limitations and Restrictions of 14.12% Series H
      Redeemable Preferred Stock Due 2009 filed in the office of the Secretary
      of State of the State of Delaware on November 6, 2000, as provided in
      Exhibit B attached hereto and (c) the Certificate of Designation for
      Junior Preferred Stock filed as part of the Certificate of Merger, as
      provided in Exhibit C attached hereto.

      FIFTH: The number of directors constituting the entire Board shall be not
less than one (1), or such greater number as may be determined by the Board of
Directors from time to time.

      SIXTH: Except as set forth in this Article Sixth, all action required or
permitted to be taken by the Corporation's stockholders may be effected at a
duly called Annual or Special Meeting. Any action required to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be

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necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than the unanimous written
consent shall be given to those stockholders who have not consented in writing.

      SEVENTH: The Corporation shall to the fullest extent permitted by Section
145 of the GCL, as amended from time to time, indemnify all directors and
officers of the Corporation. The Corporation may, in its sole discretion,
indemnify employees and agents of the Corporation to the extent permitted by
Section 145. Directors of the Corporation shall have no personal liability for
monetary damages for breach of a fiduciary duty, or failure to exercise any
applicable standard of care, of a director to the fullest extent permitted by
Section 102(b)(7) of the GCL.

      EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
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 this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this 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 this 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 this
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 this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such 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 this Corporation, as the case may be, and also on this
Corporation.

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

      TENTH: The Board of Directors (by action taken by a majority of the entire
Board of Directors then in office) may amend or change the By-Laws of the
Corporation in any respect.

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      IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
of the Corporation has been signed by its authorized officer, Bernard J. Ebbers,
this 2nd day of August, 2001.

ATTEST:

                                        Intermedia Communications
                                        Inc.,


 s/ Scott Sullivan                         By s/ Bernard J. Ebbers
-----------------------------                 ----------------------------------
Scott Sullivan                                Bernard J. Ebbers
Secretary                                     Chief Executive Officer
                                              and President
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                                                                       EXHIBIT A

                   CERTIFICATE OF DESIGNATION OF VOTING POWER,

                             DESIGNATION PREFERENCES

                    AND RELATIVE, PARTICIPATING, OPTIONAL AND

                              OTHER SPECIAL RIGHTS

                         AND QUALIFICATIONS, LIMITATIONS

                                AND RESTRICTIONS

                                       OF

                          13 1/2% SERIES A AND SERIES B

                REDEEMABLE EXCHANGEABLE PREFERRED STOCK DUE 2009

                                       OF

                         INTERMEDIA COMMUNICATIONS INC.

                                   ----------

                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware

                                   ----------

            Two series of preferred stock having a par value of $1.00 per share,
which shall be designated as Series A Redeemable Exchangeable Preferred Stock
due 2009 (the "Series A Preferred Stock") and Series B Redeemable Exchangeable
Preferred Stock due 2009 (the "Series B Preferred Stock" and, together with the
Series A Preferred Stock, the "Exchangeable Preferred Stock"), the Series A
Preferred Stock consisting of 60,000 shares, and the Series B Preferred Stock
consisting of 600,000 shares, provided that no shares of Series B Preferred
Stock may be issued, except upon the surrender and cancellation of such number
of shares of Series A Preferred Stock having an aggregate Liquidation Preference
equal to the aggregate Liquidation Preference of the shares of Series B
Preferred Stock so issued, shall have the following voting powers, preferences
and relative, participating, optional and other special rights, and
qualifications, limitations and restrictions thereof as follows:
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      1. CERTAIN DEFINITIONS.

            Unless the context otherwise requires, the terms defined in this
paragraph 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).

            "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

            "Affiliate" of any specified Person means 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, however,
that beneficial ownership of 25% or more of the voting securities of a Person
shall be deemed to be control.

            "Applicable Redemption Price" means a price per share equal to the
redemption prices specified below (expressed as percentages of the Liquidation
Preference thereof), in each case, together with accumulated and unpaid
dividends (including an amount in cash equal to a prorated dividend for any
partial dividend period) and Liquidated Damages, if any, to the date of
redemption if redeemed during the 12-month period commencing on March 31 of each
of the years set forth below:

<Table>
<S>                                                                      <C>
2002 ..............................................................      106.75%
2003 ..............................................................      105.40%
2004 ..............................................................      104.05%
2005 ..............................................................      102.70%
2006 ..............................................................      101.35%
2007 and thereafter ...............................................      100.00%
</Table>

            "Asset Sale" means when the Company and its Subsidiaries, whether in
a single transaction or a series of

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related transactions occurring within any twelve-month period, (i) sell, lease,
convey, dispose of or otherwise transfer any assets (including by way of a Sale
and Leaseback Transaction) (other than sales, leases, conveyances, dispositions
or other transfers (A) in the ordinary course of business, (B) to the Company by
any Subsidiary of the Company or from the Company to any Subsidiary of the
Company, (C) that constitute a Restricted Payment, Investment or dividend or
distribution permitted under Section 9(a) hereof or (D) that constitute the
disposition of all or substantially all of the assets of the Company pursuant to
Section 9(d) hereof) or (ii) issue or sell Equity Interests in any of its
Subsidiaries (other than an issuance or sale of Equity Interests of any such
Subsidiary to the Company or a Subsidiary), if, in the case of either (i) or
(ii) above, in a single transaction or a series of related transactions
occurring within any twelve- month period, such assets or securities (x) have a
Fair Market Value in excess of $2.0 million or (y) are sold or otherwise
disposed of for net proceeds in excess of $2.0 million.

            "Beneficial Owner" means a beneficial owner as defined in Rules
13d-3 and 13d-5 under the Exchange Act (or any successor rules), including the
provision of such Rules that a Person shall be deemed to have beneficial
ownership of all securities that such Person has a right to acquire within 60
days; provided that a Person will not be deemed a beneficial owner of, or to own
beneficially, any securities if such beneficial ownership (1) arises solely as a
result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to, and in accordance with, the Exchange Act and (2)
is not also then reportable on Schedule 13D or Schedule 13G (or any successor
schedule) under the Exchange Act.

            "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be so required to be capitalized on the balance sheet in
accordance with GAAP.

            "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock and (iii) in the case of a partnership,
partnership interests (whether general or limited) and 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, such partnership.
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            "Change of Control" means the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to any Person or group (as such
term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act), (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(iii) any Person or group (as defined above) is or becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the total Voting Stock or Total
Common Equity of the Company, including by way of merger, consolidation or
otherwise or (iv) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors.

            "Closing Price" on any Trading Day with respect to the per share
price of any shares of Capital Stock means the last reported sale price regular
way or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on the New
York Stock Exchange or, if such shares of Capital Stock are not listed or
admitted to trading on such exchange, on the principal national securities
exchange on which such shares are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the Nasdaq
National Market or, if such shares are not listed or admitted to trading on any
national securities exchange or quoted on Nasdaq National Market but the issuer
is a Foreign Issuer (as defined in Rule 3b-4(b) under the Exchange Act) and the
principal securities exchange on which such shares are listed or admitted to
trading is a Designated Offshore Securities Market (as defined in Rule 902(a)
under the Securities Act), the average of the reported closing bid and asked
prices regular way on such principal exchange, or, if such shares are not listed
or admitted to trading on any national securities exchange or quoted on Nasdaq
National Market and the issuer and principal securities exchange do not meet
such requirements. The average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
that is selected from time to time by the Company for that purpose and is
reasonably acceptable to the Trustee.

            "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.
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            "Consolidated Cash Flow Leverage Ratio" with respect to any Person
means the ratio of the Consolidated Indebtedness and Liquidation Preference of
such Person to the Consolidated EBITDA of such Person for the relevant period;
provided, however, that (1) if the Company or any Subsidiary of the Company has
incurred any Indebtedness (including Acquired Debt) or if the Company has issued
any Disqualified Stock or if any Subsidiary of the Company has issued any
Disqualified Stock or Preferred Stock since the beginning of such period that
remains outstanding on the date of such determination or if the transaction
giving rise to the need to calculate the Consolidated Cash Flow Leverage Ratio
is an incurrence of Indebtedness (including Acquired Debt) or the issuance of
Disqualified Stock by the Company, Consolidated EBITDA and Consolidated
Indebtedness and Liquidation Preference for such period will be calculated after
giving effect on a pro forma basis to (A) such Indebtedness, Disqualified Stock
or Preferred Stock, as applicable, as if such Indebtedness had been incurred or
such stock had been issued on the first day of such period, (B) the discharge of
any other Indebtedness or Preferred Stock repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Indebtedness or sale of stock
as if such discharge had occurred on the first day of such period, and (C) the
interest income realized by the Company or its Subsidiaries on the proceeds of
such Indebtedness or of such stock sale, to the extent not yet applied at the
date of determination, assuming such proceeds earned interest at the rate in
effect on the date of determination from the first day of such period through
such date of determination, (2) if since the beginning of such period the
Company or any Subsidiary of the Company has made any sale of assets (including,
without limitation, any Asset Sales or pursuant to any Sale and Leaseback
Transaction), Consolidated EBITDA for such period will be (A) reduced by an
amount equal to Consolidated EBITDA (if positive) directly attributable to the
assets which are the subject of such sale of assets for such period or (B)
increased by an amount equal to Consolidated EBITDA (if negative) directly
attributable thereto for such period and (3) if since the beginning of such
period the Company or any Subsidiary of the Company (by merger or otherwise) has
made an Investment in any Subsidiary of the Company (or any Person which becomes
a Subsidiary of the Company) or has made an acquisition of assets, including,
without limitation, any acquisition of assets occurring in connection with a
transaction causing a calculation of Consolidated EBITDA to be made hereunder,
which constitutes all or substantially all of an operating unit of a business,
Consolidated EBITDA for such period will be calculated after giving pro forma
effect thereto (including the incurrence of any Indebtedness
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                                                                               6


(including Acquired Debt)) as if such Investment or acquisition occurred on the
first day of such period. For purposes of this definition, whenever pro forma
effect is to be given to an acquisition of assets, the pro forma calculations
will be determined in good faith by a responsible financial or accounting
Officer of the Company, provided, however, that such Officer shall assume (i)
the historical sales and gross profit margins associated with such assets for
any consecutive 12-month period ended prior to the date of purchase (provided
that the first month of such 12-month period will be no more than 18 months
prior to such date of purchase) and (ii) other expenses as if such assets had
been owned by the Company since the first day of such period. If any
Indebtedness (including, without limitation, Acquired Debt) or stock bears a
floating rate of interest and is being given pro forma effect, the interest on
such Indebtedness will be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period.

            "Consolidated EBITDA" as of any date of determination means the
Consolidated Net Income for such period (but without giving effect to
adjustments, accruals, deductions or entries resulting from purchase accounting
extraordinary losses or gains and any gains or losses from any Asset Sales),
plus the following to the extent deducted in calculating such Consolidated Net
Income: (i) provision for taxes based on income or profits of such Person and
its Subsidiaries for such period, (ii) Consolidated Interest Expense, (iii)
depreciation, amortization (including amortization of goodwill and other
intangibles) and other non-cash charges (excluding any such non-cash charge to
the extent that it represents an accrual of or reserve for cash charges in any
future period or amortization of a prepaid cash expense that was paid in a prior
period and excluding non-cash interest and dividend income) of such Person and
its Subsidiaries for such period, in each case, on a consolidated basis and
determined in accordance with GAAP. Notwithstanding the foregoing, the provision
for taxes on the income or profits of, and the depreciation, amortization,
interest expense and other non-cash charges of, a Subsidiary of the referent
Person shall be added to Consolidated Net Income to compute Consolidated EBITDA
only to the extent (and in the same proportion) that the Net Income of such
Subsidiary was included in calculating the Consolidated Net Income of such
Person and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary, or loaned to
the Company by any such Subsidiary, without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements,
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                                                                               7


instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

            "Consolidated Indebtedness and Liquidation Preference" means, with
respect to any Person, as of any date of determination, the aggregate amount of
Indebtedness and liquidation preference of Preferred Stock of such Person and
its Subsidiaries as of such date calculated on a consolidated basis in
accordance with GAAP consistently applied.

            "Consolidated Interest Expense" means, for any Person, for any
period, the aggregate of the following for such Person for such period
determined on a consolidated basis in accordance with GAAP: (a) the amount of
interest in respect of Indebtedness (including amortization of original issue
discount, amortization of debt issuance costs, and non-cash interest payments on
any Indebtedness, the interest portion of any deferred payment obligation and
after taking into account the effect of elections made under any Interest Rate
Agreement, however denominated with respect to such Indebtedness), (b) the
amount of Redeemable Dividends (to the extent not already included in
Indebtedness in determining Consolidated Interest Expense for the relevant
period) and (c) the interest component of rentals in respect of any Capital
Lease Obligation paid, in each case whether accrued or scheduled to be paid or
accrued by such Person during such period to the extent such amounts were
deducted in computing Consolidated Net Income, determined on a consolidated
basis in accordance with GAAP. For purposes of this definition interest on a
Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in such
Capital Lease Obligation in accordance with GAAP consistently applied.

            "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided that:

                  (i) the Net Income of any Person that is not a Subsidiary or
            that is accounted for by the equity method of accounting shall be
            included only to the extent of the amount of dividends or
            distributions paid in cash to the referent Person or a Subsidiary
            thereof,
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                  (ii) the Net Income of any Subsidiary shall be excluded to the
            extent that the declaration or payment of dividends or other
            distributions by that Subsidiary of that Net Income is not at the
            date of determination permitted without any prior governmental
            approval (which has not been obtained) or, directly or indirectly,
            by operation of the terms of its charter or any agreement,
            instrument, judgment, decree, order, statute, rule or governmental
            regulation applicable to that Subsidiary or its stockholders,

                  (iii) the Net Income of any Person acquired in a pooling of
            interests transaction for any period prior to the date of such
            acquisition shall be excluded,

                  (iv) the cumulative effect of a change in accounting
            principles shall be excluded, and

                  (v) the Net Income of any Unrestricted Subsidiary shall be
            excluded, whether or not distributed to the Company or one of its
            Subsidiaries.

            "Contingent Investment" means, with respect to any Person, any
guarantee by such Person of the performance of another Person or any commitment
by such Person to invest in another Person. Any Investment that consists of a
Contingent Investment shall be deemed made at the time that the guarantee of
performance or the commitment to invest is given, and the amount of such
Investment shall be the maximum monetary obligation under such guarantee of
performance or commitment to invest. To the extent that a Contingent Investment
is released or lapses without payment under the guarantee of performance or the
commitment to invest, such Investment shall be deemed not made to the extent of
such release or lapse. With respect to any Contingent Investment, the payment of
the guarantee of performance or the payment under the commitment to invest shall
not be deemed to be an additional Investment.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Issue Date or (ii) was nominated 5 for election or
elected to such Board of Directors with the affirmative vote of a majority of
the Continuing Directors who were members of such Board at the time of such
nomination or election.
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            "Credit Facility" means any credit facility entered into by and
among the Company and/or any Subsidiary and one or more commercial banks or
financial institutions, providing for senior term or revolving credit borrowings
of a type similar to credit facilities typically entered into by commercial
banks and financial institutions, including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as such credit facility and related agreements may be amended,
extended, refinanced, renewed, restated, replaced or refunded from time to time.

            "Debentures" means the Exchange Debentures and the New Exchange
Debentures.

            "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

            "Disqualified Stock" means any Capital Stock to the extent that, and
only to the extent that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to March 31, 2009, provided, however, that any
Capital Stock which would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require the Company to repurchase or
redeem such Capital Stock upon the occurrence of a Change of Control occurring
prior to March 31, 2009 shall not constitute Disqualified Stock if the change in
control provisions applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions applicable to the Exchangeable
Preferred Stock contained in Section 8 hereof and such Capital Stock
specifically provides that the Company will not repurchase or redeem any such
stock pursuant to such provisions prior to the Company's repurchase of such
Exchangeable Preferred Stock as are required to be repurchased pursuant to
Section 8 hereof.

            "Eligible Institution" means a commercial banking institution that
has combined capital and surplus of not less than $500 million or its equivalent
in foreign currency, whose debt is rated "A" (or higher) according to S&P or
Moody's at the time as of which any investment or rollover therein is made.
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            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock or that are measured by the value of
Capital Stock (but excluding any debt security that is convertible into or
exchangeable for Capital Stock).

            "Event of Default" means any Voting Rights Triggering Event.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
(or any successor act), and the rules and regulations thereunder.

            "Exchange Debentures" means the Company's 13 1/2% Series A Senior
Subordinated Debentures due 2009, issuable in exchange for the Exchangeable
Preferred Stock.

            "Exchange Offer" means the exchange offer of the Series B Preferred
Stock for the Series A Preferred Stock or the New Debentures for the Exchange
Debentures, as applicable, pursuant to the Registration Rights Agreement.

            "Existing Indebtedness" means all Indebtedness of the Company and
its Subsidiaries in existence on the Issue Date.

            "Existing Senior Notes" means the Company's 13 1/2% Senior Notes due
2005 and the Company's 12 1/2% Senior Discount Notes due 2006.

            "Fair Market Value" means with respect to any asset or property, the
sale value that would be obtained in an arm's length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect on the Issue
Date.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.
<Page>
                                                                              11


            "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

            "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under Interest Rate Agreements.

            "Indebtedness" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing the
balance deferred and unpaid of the purchase price of any property (including
pursuant to capital leases) or representing any Hedging Obligations, except any
such balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing (other than Hedging Obligations or letters of
credit) would appear as a liability upon a balance sheet of such Person prepared
in accordance with GAAP, all indebtedness of others secured by a Lien on any
asset of such Person (whether or not such indebtedness is assumed by such
Persons), all obligations to purchase, redeem, retire, defease or otherwise
acquire for value any Disqualified Stock or any warrants, rights or options to
acquire such Disqualified Stock valued, in the case of Disqualified Stock, at
the greatest amount payable in respect thereof on a liquidation (whether
voluntary or involuntary) plus accrued and unpaid dividends, the liquidation
value of any Preferred Stock issued by Subsidiaries of such Person plus accrued
and unpaid dividends, and also includes, to the extent not otherwise included,
the Guarantee of items that would be included within this definition and any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any of the above; notwithstanding the foregoing, in no event will performance
bonds or similar security for performance be deemed Indebtedness so long as such
performance bonds or similar security for performance would not appear as a
liability on a balance sheet of such Person prepared in accordance with GAAP;
and provided further, that the amount of any Indebtedness in respect of any
Guarantee shall be the maximum principal amount of the Indebtedness so
guaranteed; it being understood that Indebtedness with respect to this
Certificate of Designation does not include any obligation with respect to the
Exchangeable Preferred Stock.
<Page>
                                                                              12


            "Interest Rate Agreements" means (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

            "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans,
Guarantees, Contingent Investments, advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities of any other Person and
all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP; provided, however, that any investment
to the extent made with Capital Stock of the Company (other than Disqualified
Stock) shall not be deemed an "Investment" for purposes of this Certificate of
Designation.

            "Issue Date" means the initial issuance date of the Series A
Preferred Stock.

            "Joint Venture" means a Person in the Telecommunications Business in
which the Company holds less than a majority of the shares of Voting Stock or an
Unrestricted Subsidiary in the Telecommunications Business.

            "Liquidation Preference" means $10,000 per share of Series A
Preferred Stock and $1,000 per shares of Series B Preferred Stock.

            "Marketable Securities" means:

                  (i) Government Securities;

                  (ii) any certificate of deposit maturing not more than 270
            days after the date of acquisition issued by, or time deposit of, an
            Eligible Institution;

                  (iii) commercial paper maturing not more than 270 days after
            the date of acquisition issued by a corporation (other than an
            Affiliate of the Company) with a rating at the time as of which any
            investment therein is made, of "A-1" (or higher) according to S&P or
            "P-1" (or higher) according to Moody's;
<Page>
                                                                              13


                  (iv) any banker's acceptances or money market deposit accounts
            issued or offered by an Eligible Institution; and

                  (v) any fund investing exclusively in investments of the types
            described in clauses (i) through (iv) above.

            "Moody's" means Moody's Investors Service, Inc. and its successors.

            "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Subsidiaries
or the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries and (ii) any extraordinary gain (but not loss), together with any
related provision for taxes on such extraordinary gain (but not loss).

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale, net of the
direct costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness secured by a Lien on the asset or assets that are
the subject of such Asset Sale and any reserve for adjustment in respect of the
sale price of such asset or assets. Net Proceeds shall exclude any non-cash
proceeds received from any Asset Sale, but shall include such proceeds when and
as converted by the Company or any Subsidiary of the Company to cash.

            "New Exchange Debentures" means the 13 1/2% Series B Senior
Subordinated Debentures due 2009 of the Company issued pursuant to the Exchange
Offer.

            "Permitted Investment" means (a) any Investments in the Company or
any Subsidiary of the Company; (b) any Investments in Marketable Securities; (c)
Investments by the
<Page>
                                                                              14


Company or any Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Subsidiary of the Company or (ii) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Subsidiary of the Company; (d) any Investments in property or assets to be
used in (A) any line of business in which the Company or any of its Subsidiaries
was engaged on the Issue Date or (B) any Telecommunications Business; (e)
Investments in any Person in connection with the acquisition of such Person or
substantially all of the property or assets of such Person by the Company or any
Subsidiary of the Company; provided that within 180 days from the first date of
any such Investment, either (A) such Person becomes a Subsidiary of the Company
or any of its Subsidiaries or (B) the amount of any such Investment is repaid in
full to the Company or any of its Subsidiaries; (f) Investments pursuant to any
agreement or obligation of the Company or a Subsidiary, in effect on the Issue
Date or on the date a Subsidiary becomes a Subsidiary (provided that any such
agreement was not entered into in contemplation of such Subsidiary becoming a
Subsidiary), to make such Investments; (g) Investments in prepaid expenses,
negotiable instruments held for collection and lease, utility and workers'
compensation, performance and other similar deposits; (h) Hedging Obligations
permitted to be incurred by Section 9(b) hereof; and (i) bonds, notes,
debentures or other securities received as a result of Asset Sales.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

            "Preferred Stock" as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.

            "Receivables" means, with respect to any Person, all of the
following property and interests in property of such person or entity, whether
now existing or existing in the future or hereafter acquired or arising: (i)
accounts; (ii) accounts receivable, including, without limitation, all rights to
payment created by or arising from sales of goods, leases of goods or the
rendition of services no matter how evidenced, whether or not earned by
performance; (iii) all
<Page>
                                                                              15


unpaid seller's or lessor's rights including, without limitation, rescission,
replevin, reclamation and stoppage in transit, relating to any of the foregoing
after creation of the foregoing or arising therefrom; (iv) all rights to any
goods or merchandise represented by any of the foregoing, including, without
limitation, returned or repossessed goods; (v) all reserves and credit balances
with respect to any such accounts receivable or account debtors; (vi) all
letters of credit, security, or 9 Guarantees for any of the foregoing; (vii) all
insurance policies or reports relating to any of the foregoing; (viii) all
collection of deposit accounts relating to any of the foregoing; (ix) all
proceeds of any of the foregoing; and (x) all books and records relating to any
of the foregoing.

            "Redeemable Dividend" means, for any dividend with regard to
Disqualified Stock and Preferred Stock, the quotient of the dividend divided by
the difference between one and the maximum statutory federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Disqualified Stock or Preferred Stock.

            "Registration Rights Agreement" means the Registration Rights
Agreement between the Company and the Initial Purchasers.

            "Restricted Investment" means an Investment other than a Permitted
Investment.

            "S&P" means Standard & Poor's Rating Group and its successors.

            "Sale and Leaseback Transaction" means, with respect to any Person,
any direct or indirect arrangement pursuant to which any property (other than
Capital Stock) is sold by such Person or a Subsidiary of such Person and is
thereafter leased back from the purchaser or transferee thereof by such Person
or one of its Subsidiaries.

            "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Act, as such Regulation is in effect on the date
hereof.

            "Strategic Investor" means, with respect to any sale of the
Company's Capital Stock, any Person which, both as of the Trading Day
immediately before the day of such sale and the Trading Day immediately after
the day of such sale, has, or whose parent has, a Total Market Capitalization of
at least $1.0 billion on a consolidated
<Page>
                                                                              16


basis. In calculating Total Market Capitalization for the purpose of this
definition, the consolidated Indebtedness of such Person, solely when calculated
as of the Trading Day immediately after the day of such sale, will be calculated
after giving effect to such sale (including any Indebtedness incurred in
connection with such sale). For purposes of this definition, the term parent
means any Person of which the referent Strategic Investor is a Subsidiary.

            "Subsidiary" of any Person means (i) any corporation, association or
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of such 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 one or more Subsidiaries of such Person or
any combination thereof; provided that any Unrestricted Subsidiary shall be
excluded from this definition of "Subsidiary." "Telecommunications Business"
means, when used in reference to any Person, that such Person is engaged
primarily in the business of (i) transmitting, or providing services relating to
the transmission of, voice, video or data through owned or leased transmission
facilities, (ii) creating, developing or marketing communications related
network equipment, software and other devices for use in a Telecommunications
Business or (iii) evaluating, participating or pursuing any other activity or
opportunity that is related to those 10 identified in (i) or (ii) above;
provided that the determination of what constitutes a Telecommunications
Business shall be made in good faith by the Board of Directors of the Company.

            "Telecommunications Related Assets" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible, used
in connection with a Telecommunications Business.

            "Total Common Equity" of any Person means, as of any date of
determination (and as modified for purposes of the definition of "Change of
Control"), the product of (i) the aggregate number of outstanding primary shares
of Common Stock of such Person on such day (which shall not include any options
or warrants on, or securities convertible or exchangeable into, shares of Common
Stock of such Person) and (ii) the average Closing Price of such Common Stock
over
<Page>
                                                                              17


the 20 consecutive Trading Days immediately preceding such day. If no such
Closing Price exists with respect to shares of any such class, the value of such
shares for purposes of clause (ii) of the preceding sentence shall be determined
by the Board of Directors of the Company in good faith and evidenced by a
resolution of the Board of Directors.

            "Total Market Capitalization" of any Person means, as of any day of
determination (and as modified for purposes of the definition of "Strategic
Investor"), the sum of (1) the consolidated Indebtedness of such Person and its
Subsidiaries (except in the case of the Company, in which case of the Company
and its Subsidiaries) on such day, plus (2) the product of (i) the aggregate
number of outstanding primary shares of Common Stock of such Person on such day
(which shall not include any options or warrants on, or securities convertible
or exchangeable into, shares of Common Stock of such Person) and (ii) the
average Closing Price of such Common Stock over the 20 consecutive Trading Days
immediately preceding such day, plus (3) the liquidation value of any
outstanding share of Preferred Stock of such Person on such day. If no such
Closing Price exists with respect to shares of any such class, the value of such
shares for purposes of clause (2) of the preceding sentence shall be determined
by the Company's Board of Directors in good faith and evidenced by a resolution
of the Board of Directors.

            "Trading Day," with respect to a securities exchange or automated
quotation system, means a day on which such exchange or system is open for a
full day of trading.

            "Unrestricted Subsidiary" means any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution.

            "Vendor Indebtedness" means any Indebtedness of the Company or any
Subsidiary incurred in connection with the acquisition or construction of
Telecommunications Related Assets.

            "Voting Stock" of any Person means Capital Stock of such Person
which ordinarily has voting power for the election of directors (or Persons
performing similar functions) of such Person, whether at all times or only

      2. RANKING.

            The Exchangeable Preferred Stock shall rank, with respect to
dividend distributions and distributions upon the liquidation, winding-up and
dissolution of the Company, (i)
<Page>
                                                                              18


senior to all classes of common stock of the Company and to each other class of
capital stock or series of preferred stock established after the date of this
Offering Memorandum by the Board of Directors the terms of which do not
expressly provide that it ranks senior to or on a parity with the Exchangeable
Preferred Stock as to dividend distributions and distributions upon the
liquidation, winding-up and dissolution of the Company (collectively referred to
with the common stock of the Company as "Junior Securities"); (ii) on a parity
with any additional shares of Exchangeable Preferred Stock issued by the Company
in the future and any other class of capital stock or series of preferred stock
issued by the Company in the future and any other class of capital stock or
series of preferred stock issued by the Company established after the date of
the Offering Memorandum by the Board of Directors, the terms of which expressly
provide that such class or series will rank on a parity with the Exchangeable
Preferred Stock as to dividend distributions and distributions upon the
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Parity Securities"); and (iii) junior to each class of capital stock or
series of preferred stock issued by the Company established after the date of
the Offering Memorandum by the Board of Directors the terms of which expressly
provide that such class or series will rank senior to the Exchangeable Preferred
Stock as to dividend distributions and distributions upon liquidation, winding-
up and dissolution of the Company (collectively referred to as "Senior
Securities").

      3. DIVIDENDS.

            (a) The holders of shares of the Exchangeable Preferred Stock shall
be entitled to receive, when, as and if dividends are declared by the Board of
Directors out of funds of the Company legally available therefor, cumulative
preferential dividends from the Issue Date accruing at the rate of 13 1/2% of
the Liquidation Preference per share per annum, payable quarterly in arrears on
each of the last days of March, June, September and December or, if any such
date is not a Business Day, on the next succeeding Business Day (each, a
"Dividend Payment Date"), to the holders of record as of the next preceding
March 15, June 15, September 15 and December 15, (each, a "Record Date").
Dividends shall be payable in cash, except that on each Dividend Payment Date
occurring on or prior March 31, 2002, dividends may be paid, at the Company's
option, by the issuance of additional shares of Exchangeable Preferred Stock
(including fractional shares, provided, that the Company may, at its option, pay
cash in lieu of issuing fractional shares) having an aggregate Liquidation
Preference equal to the amount of such
<Page>
                                                                              19


dividends. The issuance of such additional shares of Exchangeable Preferred
Stock shall constitute "payment" of the related dividend for all purposes of
this Certificate of Designation. The first dividend payment of Exchangeable
Preferred Stock shall be payable on June 30, 1997. Dividends payable on the
Exchangeable Preferred Stock will be computed on the basis of a 360-day year
consisting of twelve 30- day months and will be deemed to accrue on a daily
basis.

            (b) Dividends on the Exchangeable Preferred Stock shall accrue
whether or not the Company 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. Dividends will accumulate to the extent they are not
paid on the Dividend Payment Date for the period to which they relate. The
Company shall take all actions required or permitted under the Delaware General
Corporation Law (the "DGCL") to permit the payment of dividends on the
Exchangeable Preferred Stock, including, without limitation, through the
revaluation of its assets in accordance with the DGCL, to make or keep funds
legally available for the payment of dividends.

            (c) No dividend whatsoever shall be declared or paid upon, or any
sum set apart for the payment of dividends upon, any outstanding share of the
Exchangeable Preferred Stock with respect to any dividend period unless all
dividends for all preceding dividend periods have been declared and paid, or
declared and a sufficient sum set apart for the payment of such dividend, upon
all outstanding shares of Exchangeable Preferred Stock. Unless full cumulative
dividends on all outstanding shares of Exchangeable Preferred Stock for all past
dividend periods shall have been declared and paid, or declared and a sufficient
sum for the payment thereof set apart, then: (i) no dividend (other than a
dividend payable solely in shares of any Junior Securities) shall be declared or
paid upon, or any sum set apart for the payment of dividends upon, any shares of
Junior Securities; (ii) no other distribution shall be declared or made upon, or
any sum set apart for the payment of any distribution upon, any shares of Junior
Securities, other than a distribution consisting solely of Junior Securities;
(iii) no shares of Junior Securities shall be purchased, redeemed or otherwise
acquired or retired for value (excluding an exchange for shares of other Junior
Securities) by the Company or any of its Subsidiaries; and (iv) no monies shall
be paid into or set apart or made available for a sinking or other like fund for
the purchase, redemption or other acquisition or retirement for value of any
shares of Junior Securities by the Company or any of its Subsidiaries. Holders
of the Exchangeable
<Page>
                                                                              20


Preferred Stock will not be entitled to any dividends, whether payable in cash,
property or stock, in excess of the full cumulative dividends as herein
described.

      4. LIQUIDATION RIGHTS.

            Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company or reduction or decrease in its capital stock
resulting in a distribution of assets to the holders of any class or series of
the Company's capital stock, each holder of shares of the Exchangeable Preferred
Stock will be entitled to payment out of the assets of the Company available for
distribution of an amount equal to the Liquidation Preference per share of
Exchangeable Preferred Stock held by such holder, plus accrued and unpaid
dividends and Liquidated Damages, if any, to the date fixed for liquidation,
dissolution, winding-up or reduction or decrease in capital stock, before any
distribution is made on any Junior Securities, including, without limitation,
common stock of the Company. After payment in full of the Liquidation Preference
and all accrued dividends and Liquidated Damages, if any, to which holders of
Exchangeable Preferred Stock are entitled, such holders will not be entitled to
any further participation in any distribution of assets of the Company. If, upon
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company, the amounts payable with respect to the Exchangeable Preferred Stock
and all other Parity Securities are not paid in full, the holders of the
Exchangeable Preferred Stock and the Parity Securities will share equally and
ratably in any distribution of assets of the Company in proportion to the full
liquidation preference and accumulated and unpaid dividends and Liquidated
Damages, if any, to which each is entitled. 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
Company nor the consolidation or merger of the Company with or into one or more
Persons will be deemed to be a voluntary or involuntary liquidation, dissolution
or winding-up of the Company 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 Company or
reduction or decrease in capital stock.

      5. REDEMPTION BY THE COMPANY.

            (a) On March 31, 2009 (the "Mandatory Redemption Date"), the Company
shall be required to redeem (subject to the legal availability of funds
therefor) all outstanding
<Page>
                                                                              21


shares of Exchangeable Preferred Stock at a price in cash equal to the
Liquidation Preference thereof, plus accumulated and unpaid dividends (including
an amount in cash equal to a prorated dividend for any partial dividend period)
and Liquidated Damages, if any, to the date of redemption. The Company shall not
be required to make sinking fund payments with respect to the Exchangeable
Preferred Stock. The Company shall take all actions required or permitted under
the DGCL to permit such redemption.

            (b) The Exchangeable Preferred Stock may not be redeemed at the
option of the Company prior to March 31, 2002. The Exchangeable Preferred Stock
may be redeemed, in whole or in part, at the option of the Company on or after
March 31, 2002, at the Applicable Redemption Price. Notwithstanding the
foregoing sentence, prior to March 31, 2000, the Company may, on any one or more
occasions, use the net proceeds of one or more underwritten public offerings of
its Common Stock or the sale or sales of its Capital Stock (other than
Disqualified Stock) to a Strategic Investor provided that the proceeds of such
offerings and sales are at least equal to $50 million, to redeem up to 35% of
the shares of Exchangeable Preferred Stock then outstanding (whether initially
issued or issued in lieu of cash dividends) at a redemption price equal to 113
1/2% of the Liquidation Preference per share plus, accumulated and unpaid
dividends and Liquidated Damages, if 13 any, to the date of redemption; provided
that, after any such redemption, at least 65% of Exchangeable Preferred Stock
initially issued remains outstanding.

            (c) In case of redemption of less than all of the shares of
Exchangeable Preferred Stock at the time outstanding, the shares to be redeemed
shall be selected pro rata or by lot as determined by the Company in its sole
discretion.

            (d) Notice of any redemption shall be sent by or on behalf of the
Company not less than 30 nor more than 60 days prior to the date specified for
redemption in such notice (including the Mandatory Redemption Date, the
"Redemption Date"), by first class mail, postage prepaid, to all holders of
record of the Exchangeable Preferred Stock at their last addresses as they shall
appear on the books of the Company; 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 Exchangeable
Preferred Stock except as to the holder to whom the Company 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
<Page>
                                                                              22


applicable rules of any exchange upon which Exchangeable Preferred Stock may be
listed or admitted to trading, such notice shall state: (i) whether such
redemption is being made pursuant to the optional or the mandatory redemption
provisions hereof; (ii) the Redemption Date; (iii) the Applicable Redemption
Price; (iv) the number of shares of Exchangeable Preferred Stock to be redeemed
and, if less than all shares held by such holder are to be redeemed, the number
of such shares to be redeemed; (v) the place or places where certificates for
such shares are to be surrendered for payment of the Applicable Redemption
Price, including any procedures applicable to redemptions to be accomplished
through book-entry transfers; and (vi) that dividends on the shares to be
redeemed will cease to accumulate on the Redemption Date. Upon the mailing of
any such notice of redemption, the Company shall become obligated to redeem at
the time of redemption specified thereon all shares called for redemption.

            (e) If notice has been mailed in accordance with Section 5(d) above
and provided that on or before the Redemption Date specified in such notice, all
funds necessary for such redemption shall have been set aside by the Company,
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 Redemption Date, dividends on
the shares of the Exchangeable Preferred Stock so called for redemption shall
cease to accumulate, and said shares shall no longer be deemed to be outstanding
and shall not have the status of shares of Exchangeable Preferred Stock, and all
rights of the Holders thereof as stockholders of the Company (except the right
to receive from the Company the Applicable 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 Company shall so
require and the notice shall so state), such shares shall be redeemed by the
Company at the Applicable Redemption Price. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate or
certificates shall be issued representing the unredeemed shares without cost to
the holder thereof.

            (f) Any funds deposited with a bank or trust company for the purpose
of redeeming Exchangeable Preferred Stock shall be irrevocable except that:

                  (i) the Company 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
<Page>
                                                                              23


      trust, and the holders of any shares redeemed shall have no claim to such
      interest or other earnings; and

                  (ii) any balance of monies so deposited by the Company and
      unclaimed by the holders of the Exchangeable Preferred Stock entitled
      thereto at the expiration of two years from the applicable Redemption Date
      shall be repaid, together with any interest or other earnings earned
      thereon, to the 14 Company, and after any such repayment, the holders of
      the shares entitled to the funds so repaid to the Company shall look only
      to the Company for payment without interest or other earnings.

            (g) No Exchangeable Preferred Stock may be redeemed except with
funds legally available for the purpose. The Company shall take all actions
required or permitted under the DGCL to permit any such redemption.

            (h) Notwithstanding the foregoing provisions of this Section 5,
unless the full cumulative dividends on all outstanding shares of Exchangeable
Preferred Stock shall have been paid or contemporaneously are declared and paid
for all past dividend periods, none of the shares of Exchangeable Preferred
Stock shall be redeemed unless all outstanding shares of Exchangeable Preferred
Stock are simultaneously redeemed.

            (i) All shares of Exchangeable 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 other than shares of
Exchangeable Preferred Stock.

      6. EXCHANGE.

            (a) The Company may, at its option, on any Dividend Payment Date,
exchange, in whole, but not in part, the then outstanding shares of Exchangeable
Preferred Stock for Debentures; provided, that on the date of such exchange (i)
there are no accumulated and unpaid dividends and Liquidated Damages, if any, on
the Exchangeable Preferred Stock (including the dividends payable on such date)
or other contractual impediments to such exchange; (ii) there shall be legally
available funds sufficient therefor; (iii) immediately after giving effect to
such exchange, no Default or Event of Default would exist under the Indenture
and; (iv) the Indenture has been qualified under the Trust Indenture Act, if
such qualification is required at the time of exchange; and (v) the Company
shall have delivered a
<Page>
                                                                              24


written opinion of counsel to the Trustee to the effect that all conditions to
be satisfied prior to such exchange have been satisfied.

            (b) The Debentures shall be issuable in principal amounts of $1,000
and integral multiples thereof to the extent possible, and shall also be
issuable in principal amounts less than $1,000 so that each holder of
Exchangeable Preferred Stock will receive certificates representing the entire
amount of Debentures to which such holder's shares of Exchangeable Preferred
Stock entitle such holder; provided that the Company may pay cash in lieu of
issuing any Debentures having a principal amount less than $1,000. Notice of the
intention to exchange shall be sent by or on behalf of the Company not more than
60 days nor less than 30 days prior to the date fixed for the exchange (the
"Exchange Date"), by first class mail, postage prepaid, to each holder of record
of Exchangeable Preferred Stock at its registered address. In addition to any
information required by law or by the applicable rules of any exchange upon
which the Exchangeable Preferred Stock may be listed or admitted to trading,
such notice shall state: (i) the Exchange Date; (ii) the place or places where
certificates for such shares are to be surrendered for exchange, including any
procedures applicable to exchanges to be accomplished through book- entry
transfers; and (iii) that dividends on the shares of Exchangeable Preferred
Stock to be exchanged will cease to accumulate on the Exchange Date.

            (c) A holder delivering Exchangeable Preferred Stock for exchange
shall not be required to pay any taxes or duties in respect of the issue or
delivery of Debentures on exchange but shall 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 Debentures in a name other than that of the holder of the Exchangeable
Preferred Stock. Certificates representing Debentures shall not be issued or
delivered unless all taxes and duties, if any, payable by the holder have been
paid. 15

            (d) If notice of any exchange has been properly given, and if on or
before the Exchange Date the Debentures have been duly executed and
authenticated and an amount in cash or additional shares of Exchangeable
Preferred Stock (as applicable) equal to all accumulated and unpaid dividends
and Liquidated Damages, if any, thereon to the Exchange Date has been deposited
with the Transfer Agent, then on and after the close of business on the Exchange
Date, the shares of Exchangeable Preferred Stock to be exchanged shall no longer
be deemed to be outstanding and may thereafter be issued in the same manner as
the other
<Page>
                                                                              25


authorized but unissued preferred stock, but not as Exchangeable Preferred
Stock, and all rights of the holders thereof as stockholders of the Company
shall cease, except the right of the holders to receive upon surrender of their
certificates the Debentures and all accrued interest, if any, thereon to the
Exchange Date.

            (e) As a condition to the exercise of the exchange rights described
in this Section 6, the Company shall deliver an opinion to the Trustee as to the
due authorization, execution, delivery and enforceability of both the Debentures
and the Indenture and as to the compliance by the Company with the provisions
hereof.

      7. VOTING RIGHTS.

            (a) The holders of record of shares of the Exchangeable Preferred
Stock, in addition to the voting rights required under Delaware law and set
forth below, shall be entitled to cast one-tenth of one vote per share on all
matters, voting together with the common stock of the Company and the other
classes of voting securities of the Company as a single class.

            (b) Upon:

                  (i) the accumulation of accumulated and unpaid dividends on
      the outstanding Exchangeable Preferred Stock in an amount equal to six (6)
      quarterly dividends (whether or not consecutive);

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

                  (iii) the failure of the Company to make a Change of Control
      Offer on the terms and in accordance with the provisions described below
      in Section 8 hereof;

                  (iv) the failure of the Company to comply with any of the
      other covenants or agreements set forth in this Certificate of Designation
      and the continuance of such failure for 60 consecutive days or more after
      notice; or

                  (v) default under any mortgage, indenture or instrument under
      which there may be issued or by which there may be secured or evidenced
      any Indebtedness for
<Page>
                                                                              26


      money borrowed by the Company or any of its Subsidiaries (or the payment
      of which is guaranteed by the Company or any of its Subsidiaries) whether
      such Indebtedness or Guarantee now exists, or is created after the Closing
      Date, which default (1) is caused by a failure to pay principal of or
      premium, if any, or interest on such Indebtedness prior to the expiration
      of the grace period provided in such Indebtedness on the date of such
      default (a "Payment Default") or (2) results in the acceleration of such
      Indebtedness prior to its express maturity and, in each case, the
      principal amount of any such Indebtedness, together with the principal
      amount of any other such Indebtedness under which there has been a Payment
      Default or the maturity of which has been so accelerated, aggregates $5.0
      million or more (each of the events described in clauses (i), (ii), (iii),
      (iv) and (v) being referred to herein as a "Voting Rights Triggering
      Event"); then the holders of a majority of the outstanding shares of
      Exchangeable Preferred Stock, voting as a separate single class, shall be
      entitled to elect such number of members to the Board of Directors of the
      Company constituting at least 20% of the then existing Board of Directors
      before such election (rounded to the nearest whole number), provided,
      however, that such number shall be no less than one nor greater than two,
      and the number of members of the Company's Board of Directors shall be
      immediately and automatically increased by one or two, as the case may be.
      The voting rights provided for in this Section 7 shall be the exclusive
      remedy for the holders of the Exchangeable Preferred Stock for any
      violation by the Company of its obligations under this Certificate of
      Designation that constitutes an Event of Default.

            (c) Whenever such voting right shall have vested, such right may be
exercised initially either at a special meeting of the holders of Exchangeable
Preferred Stock, 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 of Exchangeable
Preferred Stock. Such right of the holders of Exchangeable Preferred Stock to
elect directors may be exercised until (i) all dividends in arrears shall have
been paid in full and (ii) all other Voting Rights Triggering Events have been
cured or waived, at which time the term of such directors previously elected
shall thereupon terminate, and such directors shall be deemed to have resigned.
<Page>
                                                                              27


            (d) At any time when such voting right shall have vested in the
holders of Exchangeable Preferred Stock and if such right shall not already have
been initially exercised, a proper officer of the Company shall, upon the
written request of holders of record of 10% or more of the Exchangeable
Preferred Stock then outstanding, addressed to the Secretary of the Company,
call a special meeting of holders of Exchangeable Preferred Stock. 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 Company or, if none, at a place designated by the Secretary
of the Company. If such meeting shall not be called by the proper officers of
the Company within 30 days after the personal service of such written request
upon the Secretary of the Company, or within 30 days after mailing the same
within the United States, by registered mail, addressed to the Secretary of the
Company 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 Exchangeable Preferred Stock then outstanding may designate in
writing a holder of Exchangeable Preferred Stock to call such meeting at the
expense of the Company, 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 Company or, if
none, at a place designated by such holder. Any holder of Exchangeable Preferred
Stock that would be entitled to vote at such meeting shall have access to the
stock books of the Company for the purpose of causing a meeting of stockholders
to be called pursuant to the provisions of this Section 7. Notwithstanding the
provisions of this paragraph, however, no such special meeting shall be called
if any such request is received less than 90 days before the date fixed for the
next ensuing annual or special meeting of stockholders.

            (e) If any director so elected by the holders of Exchangeable
Preferred Stock shall cease to serve as a director before his term shall expire,
the holders of Exchangeable 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 place shall be vacant.

            (f) The Company shall not, without the affirmative vote or consent
of the holders of at least a majority of the shares of Exchangeable Preferred
Stock then outstanding (with shares held by the Company or any of its Affiliates
not being considered to be outstanding for this purpose) voting or consenting as
the case may be, as one class: (i)
<Page>
                                                                              28


authorize, create (by way of reclassification or otherwise) or issue any Senior
Securities or any obligation or security convertible into or evidencing the
right to purchase, shares of any class or series of Senior Securities, except,
the Company may issue Senior Securities pursuant to Section 9(b) hereof; (ii)
authorize, create (by way of reclassification or otherwise) or issue any Parity
Securities or any obligation or security convertible or exchangeable into or
evidencing a right to purchase, shares of any class or series of Parity
Securities, except, the Company may issue: (i) shares of the Series B Preferred
Stock as provided herein, (ii) shares of Exchangeable Preferred Stock to pay
dividends thereon in accordance with the terms of this Certificate of
Designation, and (iii) Parity Securities pursuant to Section 9(b) hereof; (iii)
amend or otherwise alter this Certificate of Designation (including the
provisions of Section 8 hereof) in any manner that adversely affects the
specified rights, preferences, privileges or voting rights of holders of
Exchangeable Preferred Stock (a change in the initial Liquidation Preference per
share of the Series B Preferred Stock not being deemed to be adverse, provided
that the aggregate Liquidation Preference of the Series B Preferred Stock is
equal to the aggregate Liquidation Preference of the Series A Preferred Stock
exchanged for the Series B Preferred Stock); (iv) authorize the issuance of any
additional shares of Exchangeable Preferred Stock (except for increases
resulting from a change in the Liquidation Preference of the Series B Preferred
Stock or resulting from a 10 for 1 stock split of the Series B Preferred Stock,
provided that, in each case, the aggregate Liquidation Preference of the Series
B Preferred Stock is equal to the aggregate Liquidation Preference of the Series
A Preferred Stock exchanged for the Series B Preferred Stock); or (v) waive any
existing Voting Rights Triggering Event or compliance with any provision of this
Certificate of Designation; provided, however, that (a) the Company may not
amend the Change of Control provisions of this Certificate of Designation
(including the related definitions) without the approval of the holders of at
least 662/3% of the then outstanding shares of Exchangeable Preferred Stock,
voting or consenting, as the case may be, as one class and (b) without the
consent of the holders of the Exchangeable Preferred Stock, the Company will
have the ability to issue additional shares of Exchangeable Preferred Stock to
pay dividends.

            (g) Without the consent of each holder affected, an amendment or
waiver of the Company's Certificate of Incorporation or of this Certificate of
Designation may not (with respect to any shares of Exchangeable Preferred Stock
held by a non-consenting holder):
<Page>
                                                                              29


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

                  (ii) reduce the Liquidation Preference of or change the
            Mandatory Redemption Date of any share of Exchangeable Preferred
            Stock or alter the provisions with respect to the redemption of the
            Exchangeable Preferred Stock (except as provided with respect to
            Section 8 hereof and except that the Company may reduce the
            Liquidation Preference on the Series B Preferred Stock prior to its
            issuance or effect a 10 for 1 stock split with respect to the Series
            B Preferred Stock, provided that, in each case, the aggregate
            Liquidation Preference of the Series B Preferred Stock is equal to
            the aggregate Liquidation Preference of the Series A Preferred Stock
            exchanged for the Series B Preferred Stock);

                  (iii) reduce the rate of or change the time for payment of
            dividends on any share of Exchangeable Preferred Stock;

                  (iv) waive the consequences of any failure to pay dividends on
            the Exchangeable Preferred Stock;

                  (v) make any share of Exchangeable Preferred Stock payable in
            any form other than that stated in this Certificate of Designation;

                  (vi) make any change in the provisions of this Certificate of
            Designation relating to waivers of the rights of holders of
            Exchangeable Preferred Stock to receive the Liquidation Preference
            and dividends on the Exchangeable Preferred Stock;

                  (vi) waive a redemption payment with respect to any share of
            Exchangeable Preferred Stock (except as provided with respect to
            Section 8 hereof); or

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

            (h) The Company in its sole discretion may without the vote or
consent of any holders of the Exchangeable
<Page>
                                                                              30


Preferred Stock amend or supplement this Certificate of Designation:

                  (i) to cure any ambiguity, defect or inconsistency;

                  (ii) to provide for uncertificated Exchangeable Preferred
            Stock in addition to or in place of certificated Exchangeable
            Preferred Stock; or

                  (iii) to make any change that would provide any additional
            rights or benefits to the holders of the Exchangeable Preferred
            Stock or that does not adversely affect the legal rights under this
            Certificate of Designation of any such holder.

            Except as set forth above, (a) the creation, authorization or
issuance of any shares of Junior Securities, Parity Securities or Senior
Securities or (b) the increase or decrease in the amount of authorized capital
stock of any class, including any preferred stock, shall not require the consent
of the holders of the Exchangeable Preferred Stock and shall not be deemed to
affect adversely the rights, preferences, privileges, special rights or voting
rights of holders of shares of Exchangeable Preferred Stock.

      8. CHANGE OF CONTROL.

            (a) Upon the occurrence of a Change of Control, the Company shall
make an offer (the "Change of Control Offer") to each holder of shares of
Exchangeable Preferred Stock to repurchase all or any part (but 19 not, in the
case of any holder requiring the Company to purchase less than all of the shares
of Exchangeable Preferred Stock held by such holder, any fractional shares) of
such holder's Exchangeable Preferred Stock at an offer price in cash equal to
101% of the aggregate Liquidation Preference thereof plus accumulated and unpaid
dividends and Liquidated Damages, if any, thereon to the date of purchase (the
"Change of Control Payment").

            (b) The Change of Control Offer shall include all instructions and
materials necessary to enable holders to tender their shares of Exchangeable
Preferred Stock.

            (c) The Company shall comply with the requirements of Rule 14e-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
<Page>
                                                                              31


the repurchase of the Exchangeable Preferred Stock as a result of a Change of
Control.

            (d) Within 30 days following any Change of Control, the Company
shall mail a notice to each holder stating:

                  (i) that the Change of Control Offer is being made pursuant to
      this Section 8 and that all shares of Exchangeable 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 Exchangeable Preferred Stock not
      tendered will continue to accumulate dividends;

                  (iv) that, unless the Company fails to pay the Change of
            Control Payment, all shares of Exchangeable Preferred Stock accepted
            for payment pursuant to the Change of Control Offer shall cease to
            accumulate dividends after the Change of Control Payment Date;

                  (v) that holders electing to have any shares of Exchangeable
            Preferred Stock purchased pursuant to a Change of Control Offer will
            be required to surrender the shares of Exchangeable 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 Paying Agent 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 Paying Agent receives, not later than the close of business
            on the second 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 Exchangeable
            Preferred Stock delivered for purchase, and a statement that such
            holder is withdrawing his election to have such shares purchased;
            and
<Page>
                                                                              32


                  (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).

            (e) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all shares of Exchangeable Preferred Stock
or portions thereof properly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent an amount equal to the Change of Control 20
Payment in respect of all shares of Exchangeable Preferred Stock or portions
thereof so tendered and (iii) deliver or cause to be delivered to the Transfer
Agent the shares of Exchangeable Preferred Stock so accepted together with an
Officers' Certificate stating the aggregate Liquidation Preference of the shares
of Exchangeable Preferred Stock or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each holder of Exchangeable
Preferred Stock so tendered the Change of Control Payment for such Exchangeable
Preferred Stock, and the Transfer Agent shall promptly authenticate and mail (or
cause to be transferred by book entry) to each holder a new certificate
representing the shares of Exchangeable Preferred Stock equal in Liquidation
Preference amount to any unpurchased portion of the shares of Exchangeable
Preferred Stock surrendered, if any. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

            (f) If, at the time of a Change of Control, the Company is
prohibited by the terms of any Indebtedness from purchasing shares of
Exchangeable Preferred Stock that may be tendered by holders pursuant to a
Change of Control Offer, prior to complying with the provisions of this Section
8, but in any event within 90 days following a Change of Control, the Company
shall either (i) repay in full all outstanding Indebtedness or (ii) obtain the
requisite consents, if any, under all agreements governing outstanding
Indebtedness to permit the repurchase of Exchangeable Preferred Stock required
by this covenant. The Company must first comply with the covenant described in
the preceding sentence before it will be required to repurchase shares of
Exchangeable Preferred Stock in the event of a Change of Control; provided, that
if the Company fails to comply with the covenant described in the preceding
sentence, the sole remedy to holders of Exchangeable Preferred Stock will be the
voting rights arising from a
<Page>
                                                                              33


Voting Rights Triggering Event. Moreover, the Company will not repurchase or
redeem any Exchangeable Preferred Stock pursuant to this Change of Control
provision prior to the Company's repurchase of the Existing Senior Notes
pursuant to the Change of Control covenants in the Existing Senior Notes
Indentures.

            (g) The Company 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 8 applicable to a Change of Control Offer
made by the Company and purchases all shares of Exchangeable Preferred Stock
validly tendered and not withdrawn under such Change of Control Offer.

      9. CERTAIN COVENANTS.

            (a) Restricted Payments. The Company and its Subsidiaries shall not,
directly or indirectly:

                  (i) declare or pay any dividend or make any distribution on
            account of any Equity Interests of the Company that are Junior
            Securities or of any of its Subsidiaries other than dividends or
            distributions payable (A) in Junior Securities of the Company that
            are not Disqualified Stock or (B) to the Company or any Subsidiary;

                  (ii) purchase, redeem, defease, retire or otherwise acquire
            for value ("Retire" and correlatively, a "Retirement") any Equity
            Interests of the Company that are Junior Securities or of any of its
            Subsidiaries or other Affiliate of the Company (other than any such
            Equity Interests owned by the Company or any Subsidiary);

                  (iii) make any Restricted Investment (all such payments and
            other actions set forth in clauses (i) through (iii) above being
            collectively referred to as "Restricted Payments"), unless, at the
            time of such Restricted Payment:

                        (A) no Default or Event of Default has occurred and is
                  continuing or would occur as a consequence thereof;

                        (B) after giving effect to such Restricted Payment on a
                  pro forma basis as if such Restricted Payment had been made at
                  the
<Page>
                                                                              34


                  beginning of the applicable four-quarter period, the Company
                  could incur at least $1.00 of additional Indebtedness pursuant
                  to the Consolidated Cash Flow Leverage Ratio test described
                  under Section 9(b) hereof; and

                        (C) such Restricted Payment, together with the aggregate
                  of all other Restricted Payments made by the Company and its
                  Subsidiaries after the Issue Date including any Restricted
                  Payments made pursuant to clauses (i), (iii) and (iv) of the
                  next paragraph), is less than the sum of

                              (w) 50% of the Consolidated Net Income of the
                        Company for the period (taken as one accounting period)
                        from the beginning of the first fiscal quarter
                        commencing after the Issue Date to the end of the
                        Company's most recently ended fiscal quarter for which
                        internal financial statements are available at the time
                        of such Restricted Payment (or, if such Consolidated Net
                        Income for such period is a deficit, less 100% of such
                        deficit), plus

                              (x) 100% of the aggregate net cash proceeds
                        received by the Company from the issue or sale of Equity
                        Interests of the Company or of debt securities or
                        Disqualified Stock of the Company that have been
                        converted into such Equity Interests (other than Equity
                        Interests (or convertible debt securities) sold to a
                        Subsidiary of the Company and other than Disqualified
                        Stock or debt securities that have been converted into
                        Disqualified Stock) after the Issue Date (other than any
                        such Equity Interests, the proceeds of which were used
                        as set forth in clause (ii) below), plus

                              (y) 100% of the sum of, without duplication, (1)
                        aggregate dividends or distributions received by the
                        Company or any Subsidiary from any Joint Venture (other
                        than dividends or distributions to pay any obligations
                        of such Joint Venture to Persons other than the Company
                        or any Subsidiary, such as
<Page>
                                                                              35


                        income taxes), with non-cash distributions to be valued
                        at the lower of book value or Fair Market Value as
                        determined by the Board of Directors, (2) the amount of
                        the principal and interest payments received since the
                        Issue Date by the Company or any Subsidiary from any
                        Joint Venture and (3) the net proceeds from the sale of
                        an Investment in a Joint Venture received by the Company
                        or any Subsidiary; provided that there is no obligation
                        to return any such amounts to the Joint Venture, and
                        excluding any such dividend, distribution, interest
                        payment or net proceeds that constitutes a return of
                        capital invested pursuant to clause (vi) of the next
                        succeeding paragraph, plus

                              (z) $10.0 million.

            The foregoing provisions will not prohibit:

                  (i) the payment of any dividend within 60 days after the date
            of declaration thereof, if at such date of declaration such payment
            would have complied with the provisions hereof;

                  (ii) the Retirement of any Junior Securities of the Company or
            Equity Interests of any Subsidiary of the Company, in exchange for,
            or out of the proceeds of the substantially concurrent sale (other
            than to a Subsidiary of the Company) of, Junior Securities of the
            Company (other than Disqualified Stock) or other Equity Interests of
            such Subsidiary that is not Disqualified Stock;

                  (iii) the Retirement of any Junior Securities of the Company
            or any Subsidiary of the Company held by any member of the Company's
            (or any of its Subsidiaries') management pursuant to any management
            equity subscription agreement or stock option agreement; provided
            that the aggregate price paid for all such repurchased, redeemed,
            acquired or retired Equity Interests shall not exceed $1.0 million
            in any twelve-month period plus the aggregate cash proceeds received
            by the Company during such twelve-month period from any reissuance
            of Equity Interests by the Company to
<Page>
                                                                              36


            members of management of the Company and its Subsidiaries; and

                  (iv) Investments in any Joint Venture; provided that at the
            time any such Investment is made, such Investment will not cause the
            aggregate amount of Investments at any one time outstanding under
            this clause (vi) to exceed 5% of the Total Common Equity of the
            Company;

provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (i), (ii), (iii), and (iv), no
Default or Event of Default shall have occurred and be continuing.

            A Permitted Investment that ceases to be a Permitted Investment
pursuant to the definition thereof, shall become a Restricted Investment, deemed
to have been made on the date that it ceases to be a Permitted Investment.

            The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default or an
Event of Default. For purposes of making such determination, all outstanding
Investments by the Company and its Subsidiaries (except to the extent repaid in
cash) in such Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of this covenant. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the greatest of (x) the net book value of such Investments at the time
of such designation, (y) the Fair Market Value of such Investments at the time
of such designation and (z) the original Fair Market Value of such Investments
at the time they were made. Such designation will only be permitted if such
Restricted Payment would be permitted at such time.

            The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 9(b) hereof and (ii) no Default or Event of Default would be in
existence following such designation.

            (b) Incurrence of Indebtedness and Issuance of Disqualified Stock or
Preferred Stock.
<Page>
                                                                              37


                  (i) The Company and its Subsidiaries shall not, directly or
            indirectly, create, incur, issue, assume, guarantee or otherwise
            become directly or indirectly liable for the payment of
            (collectively, "incur" and, correlatively, "incurred" and
            "incurrence") any Indebtedness (including, without limitation,
            Acquired Debt) and

                  (ii) The Company and its Subsidiaries shall not issue any
            Disqualified Stock or any Preferred Stock,

provided, however, that the Company and/or any of its Subsidiaries may incur
Indebtedness (including, without limitation, Acquired Debt) or issue shares of
Disqualified Stock or any Preferred Stock if, after giving effect to the
incurrence of such Indebtedness or the issuance of such Disqualified Stock or
Preferred Stock, the Consolidated Cash Flow Leverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of such incurrence or
issuance (A) does not exceed 6.5 to 1 if such incurrence or issuance occurs on
or prior to June 1, 1999 and (B) does not exceed 6.0 to 1 if such occurrence or
issuance occurs after June 1, 1999, in each case, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, at the beginning of such
four-quarter period. If the Company incurs any Indebtedness or issues or redeems
any Preferred Stock or Disqualified Stock subsequent to the commencement of the
period for which such ratio is being calculated but prior to the event for which
the calculation of the ratio is made, then the ratio will be calculated giving
pro forma effect to any such incurrence of Indebtedness, or such issuance or
redemption of Preferred Stock or Disqualified Stock as if the same had occurred
at the beginning of the applicable period. In making such calculation on a pro
forma basis, interest attributable to Indebtedness bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period.

            The foregoing limitation will not apply to (with each exception to
be given independent effect):

            (a) the incurrence by the Company and/or any of its Subsidiaries of
Indebtedness under the Credit Facility in an aggregate principal amount at any
one time outstanding (with letters of credit being deemed to have a principal
<Page>
                                                                              38


amount equal to the maximum potential liability of the Company and/or any of its
Subsidiaries thereunder) not to exceed $75.0 million in the aggregate at any one
time outstanding;

            (b) the incurrence by the Company and/or any of its Subsidiaries of
Vendor Indebtedness, provided that the aggregate amount of such Vendor
Indebtedness incurred does not exceed 80% of the total cost of the
Telecommunications Related Assets financed therewith (or 100% of the total cost
of the Telecommunications Related Assets financed therewith if such Vendor
Indebtedness was extended for the purchase of tangible physical assets and was
so financed by the vendor thereof or an affiliate of such vendor);

            (c) the incurrence by the Company and/or any of its Subsidiaries of
the Existing Indebtedness, including the Existing Senior Notes; and the Series B
Preferred Stock issued in exchange for the Series A Preferred Stock pursuant to
the Registration Rights Agreement (and any shares of Exchangeable Preferred
Stock issued as dividends thereon):

            (d) the incurrence by the Company and/or any of its Subsidiaries of
Indebtedness in an aggregate amount not to exceed $25.0 million at any one time
outstanding;

            (e) the incurrence by the Company of Indebtedness or Preferred Stock
in an aggregate principal amount and liquidation preference not to exceed 2.0
times the net cash proceeds received by the Company after the Issue Date from
the issuance and sale of Equity Interests of the Company plus the fair market
value of Equity Interests (other than Disqualified Stock) issued in connection
with any acquisition of any Telecommunications Business;

            (f) the incurrence by the Company and/or any of its Subsidiaries of
Acquired Debt in connection with any acquisition of any Telecommunications
Business in an amount not to exceed $50.0 million;

            (g) the incurrence (a "Permitted Refinancing") by the Company and/or
any of its Subsidiaries of Indebtedness issued in exchange for, or the proceeds
of which are used to refinance, replace, refund or defease ("Refinance" and
correlatively, "Refinanced" and "Refinancing") Indebtedness (or the incurrence
of Preferred Stock or Disqualified Stock to Refinance Preferred Stock or
Disqualified Stock, as the case may be), other than Indebtedness incurred
pursuant to clause (a) above, but only to the extent that:
<Page>
                                                                              39


                  (1) the net proceeds of such Refinancing Indebtedness or
            Refinancing Capital Stock, as the case may be, does not exceed the
            principal amount of and premium, if any, and accrued interest on the
            Indebtedness so Refinanced (or if such Indebtedness was issued at an
            original issue discount, the original issue price plus amortization
            of the original issue discount at the time of the repayment of such
            Indebtedness) or the liquidation preference of the Capital Stock so
            Refinanced plus the fees, expenses and costs of such Refinancing and
            reasonable prepayment premiums, if any, in connection therewith;

                  (2) the Refinancing Indebtedness or the Refinancing Capital
            Stock, as the case may be, shall have a final maturity no earlier
            than, and a Weighted Average Life to Maturity equal to or greater
            than, the final maturity and Weighted Average Life to Maturity of
            the Indebtedness or Capital Stock being Refinanced; and

                  (3) if the Capital Stock being Refinanced is subordinated in
            right of payment to the Exchangeable Preferred Stock, the
            Refinancing Capital Stock shall be subordinated in right of payment
            to the Exchangeable Preferred Stock on terms at least as favorable
            to the holders of Exchangeable Preferred Stock as those contained in
            the documentation governing the Capital Stock being so Refinanced;

            (h) the incurrence by the Company or any of its Subsidiaries of
intercompany Indebtedness between or among the Company and any of its
Subsidiaries;

            (i) the incurrence by the Company or any of its Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate or foreign currency risk with respect to any floating rate
Indebtedness that is permitted by the terms of this Certificate of Designation
to be outstanding;

            (j) the incurrence by the Company of Junior Securities that are not
Disqualified Stock; and

            (k) the incurrence by the Company of the Debentures in accordance
with the terms of this Certificate of Designation.
<Page>
                                                                              40


            For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets
the criteria of more than one of the categories described in clauses (a) through
(k) above or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item in any
manner that complies with this covenant and such item will be treated as having
been incurred pursuant to only one of such clauses or pursuant to the first
paragraph herein. Accrual of interest or dividends, the accretion of accreted
value or liquidation preference and the payment of interest or dividends in the
form or additional Indebtedness or Preferred Stock will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant.

            (c) Dividend and Other Payment Restrictions Affecting Subsidiaries.

            The Company and its Subsidiaries shall not, directly or indirectly,
create or otherwise cause to become effective any consensual encumbrance or
restriction on the ability of any Subsidiary to:

                  (i) pay dividends or make any other distributions to the
            Company or any of its Subsidiaries on its Capital Stock or with
            respect to any other interest or participation in, or measured by,
            its profits, or pay any Indebtedness owed to the Company or any of
            its Subsidiaries;

                  (ii) make loans or advances to the Company or any of its
            Subsidiaries; or

                  (iii) transfer any of its properties or assets to the Company
            or any of its Subsidiaries; except for such encumbrances or
            restrictions existing as of the Issue Date or under or by reason of:

            (a) Existing Indebtedness;

            (b) applicable law;

            (c) any instrument governing Acquired Debt as in effect at the time
of acquisition (except to the extent such Indebtedness was incurred in
connection with, or in contemplation of, such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired;
<Page>
                                                                              41


            (d) by reason of customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices;

            (e) Indebtedness or Preferred Stock in respect of a Permitted
Refinancing, provided that the restrictions contained in the agreements
governing such Refinancing Indebtedness or Refinancing Capital Stock are not
materially more restrictive than those contained in the agreements governing the
Indebtedness or Capital Stock being refinanced;

            (f) with respect to clause (iii) above, purchase money obligations
for property acquired in the ordinary course of business, Vendor Indebtedness
incurred in connection with the purchase or lease of Telecommunications Related
Assets or performance bonds or similar security for performance which liens
securing such obligations do not cover any asset other than the asset acquired
or, in the case of performance bonds or similar security for performance, the
assets associated with the Company's performance;

            (g) Indebtedness incurred under clause (a) of the Section 9(b)
hereof;

            (h) this Certificate of Designation, the Indenture, the Exchangeable
Preferred Stock or the Debentures; or

            (i) in the case of clauses (a), (c), (e), (g) and (h) above, any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are not materially more restrictive with respect to
such dividend and other payment restrictions than those contained in such
instruments as in effect on the date of their incurrence or, if later, the Issue
Date.

            (d) Merger, Consolidation or Sale of Assets. The Company shall not
consolidate or merge with or into (whether or not the Company is the surviving
entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to, another corporation, Person or entity unless:

                  (i) the Company is the surviving entity or the entity or
            Person formed by or surviving any
<Page>
                                                                              42


            such consolidation or merger (if other than the Company) or to which
            such sale, assignment, transfer, lease, conveyance or other
            disposition has been made is a corporation organized or existing
            under the laws of the United States, any state thereof or the
            District of Columbia;

                  (ii) the entity or Person formed by or surviving any such
            consolidation or merger (if other than the Company) or the entity or
            Person to which such sale, assignment, transfer, lease, conveyance
            or other disposition has been made (the "Surviving Person") assumes
            all the obligations of the Company under the Exchangeable Preferred
            Stock;

                  (iii) immediately after such transaction no Default or Event
            of Default exists;

                  (iv) if the holders of at least 85% of the common stock of the
            Surviving Person immediately after such transaction are not,
            directly or indirectly, the same as the holders of the common stock
            of the Company immediately prior to such transaction, the Surviving
            Person, at the time of such transaction after giving pro forma
            effect thereto as if such transaction had occurred at the beginning
            of the applicable fiscal quarter (including any Indebtedness
            incurred or anticipated to be incurred in connection with or in
            respect of such transaction or series of transactions), either (A)
            could incur at least $1.00 of additional Indebtedness pursuant to
            the Consolidated Cash Flow Leverage Ratio test described under
            Section 9(b) hereof or (B) would have (x) Total Market
            Capitalization of at least $1.0 billion and (y) total Indebtedness
            in an amount no greater than 30% of its Total Market Capitalization;
            and

                  (v) such transaction would not result in the loss, material
            impairment or adverse modification or amendment of any authorization
            or license of the Company or its Subsidiaries that would have a
            material adverse effect on the business or operations of the Company
            and its Subsidiaries taken as a whole.

            (e) Transactions with Affiliates.
<Page>
                                                                              43


            The Company and its Subsidiaries shall not sell, lease, transfer or
otherwise dispose of any of their respective properties or assets to, or
purchase any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

                  (i) such Affiliate Transaction is on terms that are no less
            favorable to the Company or the relevant Subsidiary than those that
            would have been obtained in a comparable transaction by the Company
            or such Subsidiary with an unrelated Person; and

                  (ii) such Affiliate Transaction is approved by a majority of
            the disinterested directors on the Board of Directors of the
            Company; provided that

            (a) transactions pursuant to any employment, stock option or stock
purchase agreement entered into by the Company or any of its Subsidiaries, or
any grant of stock, in the ordinary course of business that are approved by the
Board of Directors of the Company,

            (b) transactions between or among the Company and its Subsidiaries,

            (c) transactions permitted by the provisions of this Certificate of
Designation described above under Section 9(a) hereof, and

            (d) loans and advances to employees and officers of the Company or
any of its Subsidiaries in the ordinary course of business in an aggregate
principal amount not to exceed $1.0 million at any one time outstanding,

            shall not be deemed Affiliate Transactions.

            (f) Reports.

            The Company shall file within 15 days after it files them with the
Commission copies of the annual and quarterly reports and the information,
documents, and other reports that the Company is required to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act ("SEC
Reports"). In the event the Company is not required or shall cease to be
required to file SEC Reports, pursuant to the Exchange Act, the Company will
nevertheless continue to file such reports with the
<Page>
                                                                              44


Commission (unless the Commission will not accept such a filing). Whether or not
required by the Exchange Act to file SEC Reports with the Commission, so long as
any Exchangeable Preferred Stock are outstanding, the Company will furnish
copies of the SEC Reports to the holders of Exchangeable Preferred Stock at the
time the Company is required to make such information available to investors who
request it in writing. In addition, the Company has agreed that, for so long as
any Exchangeable Preferred Stock remain outstanding, it will furnish to the
holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

      10. EXCHANGE OF EXCHANGEABLE PREFERRED STOCK FOR DEBENTURES.

            (a) The Company may at its option exchange all, but not less than
all, of the then outstanding shares of Exchangeable Preferred Stock into the
Debentures to be issued under an indenture (the "Indenture") in the form
attached hereto as Annex A to be entered into between the Company and a trustee
to be selected by the Company (the "Trustee") on any Dividend Payment Date,
provided that on the date of such exchange: (A) there are no accumulated and
unpaid dividends or Liquidated Damages, if any, on the Exchangeable Preferred
Stock (including the dividends payable and Liquidated Damages on such date) or
other contractual impediments to such exchange; (B) there shall be legally
available funds sufficient therefor; (C) either (i) a registration statement
relating to the Debentures shall have been declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), prior to such
exchange, and shall continue to be in effect on the date of such exchange; or
(ii) (A) the Company shall have obtained a written opinion of counsel that an
exemption from the registration requirements of the Securities Act is available
for such exchange, and that upon receipt of such Debentures pursuant to such
exchange made in accordance with such exemption, the holders (assuming such
holder is not an Affiliate of the Company) thereof shall not be subject to any
restrictions imposed by the Securities Act upon the resale thereof other than
any such restrictions to which the holder thereof already is subject on the
Exchange Date, and (B) such exemption is relied upon by the Company for such
exchange; (D) if required by applicable law, the Indenture and the Trustee
thereunder shall have been qualified under the Trust Indenture Act of 1939, as
amended; (E) immediately after giving effect to such exchange, no Default or
Event of Default (each as defined in the Indenture) would exist under the
Indenture; and (F) the Company shall have delivered to
<Page>
                                                                              45


the Trustee a written opinion of counsel, dated the date of exchange, to the
effect that all conditions to be satisfied prior to such exchange have been
satisfied. In the event that the issuance of the Debentures is not permitted on
the date of exchange or any of the conditions set forth in clauses (A) through
(F) of the preceding sentence are not satisfied on the date of exchange, the
Company shall use its best efforts to satisfy such conditions and effect such
exchange as soon as practicable.

            The Company shall send a written notice (the "Exchange Notice") of
exchange by mail to each holder of record of Exchangeable Preferred Stock, which
notice shall state: (v) that the Company is exercising its option to exchange
the Exchangeable Preferred Stock for Debentures pursuant to this Certificate of
Designation; (w) the date fixed for exchange (the "Exchange Date"), which date
shall not be less than 30 days nor more than 60 days following the date on which
the Exchange Notice is mailed (except as provided in the last sentence of this
paragraph); (x) that the holder is to surrender to the Company, at the place or
places where certificates for shares of Exchangeable Preferred Stock are to be
surrendered for exchange, including any procedures applicable to exchanges to be
accomplished through book-entry transfers, in the manner designated in the
Exchange Notice, the certificate or certificates representing the shares of
Exchangeable Preferred Stock to be exchanged; (y) that dividends on the shares
of Exchangeable Preferred Stock to be exchanged shall cease to accrue on the
Exchange Date whether or not certificates for shares of Exchangeable Preferred
Stock are surrendered for exchange on the Exchange Date unless the Company shall
default in the delivery of Debentures; and (z) that interest on the Debentures
shall accrue from the Exchange Date whether or not certificates for shares of
Exchangeable Preferred Stock are surrendered for exchange on the Exchange Date.
On the Exchange Date, if the conditions set forth in clauses (A) through (F)
above are satisfied, the Company shall issue Debentures in exchange for the
Exchangeable Preferred Stock as provided in the next paragraph.

            (b) Upon any exchange pursuant to this paragraph 10, Debentures
shall be issued in exchange for Exchangeable Preferred Stock, in registered form
without coupons, in an amount equal the Liquidation Preference thereof, plus an
amount in cash equal to all accumulated and unpaid dividends (including a
prorated dividend for the period from the immediately preceding Dividend Payment
Date to the Exchange Date). Debentures will be issued in principal amounts of
$1,000 and integral multiples thereof to the extent
<Page>
                                                                              46


possible, and will also be issued in principal amounts less than $1,000 so that
each holder of Exchangeable Preferred Stock will receive certificates
representing the entire amount of Debentures to which its shares of Exchangeable
Preferred Stock entitles it, provided that the Company may, at its option, pay
cash in lieu of issuing a Debenture in a principal amount of less than $1,000.

            (c) Procedure for Exchange. (A) On or before the date fixed for
exchange, each holder of Exchangeable Preferred Stock shall surrender the
certificate or certificates representing such shares of Exchangeable Preferred
Stock, in the manner and at the place designated in the Exchange Notice. The
Company shall cause the Debentures to be executed on the Exchange Date and, upon
surrender in accordance with Exchange Notice of the certificates for any shares
of Exchangeable Preferred Stock so exchanged (properly endorsed or assigned for
transfer, if the notice shall so state), such shares shall be exchanged by the
Company for Debentures. The Company shall pay interest and Liquidated Damages,
if any, on the Debentures at the rate and on the dates specified therein from
the Exchange Date.

            (d) If notice has been mailed as aforesaid, and if before the
Exchange Date (1) the Indenture shall have been duly executed and delivered by
the Company and the Trustee and (2) all Debentures necessary for such exchange
shall have been duly executed by the Company and delivered to the Trustee with
irrevocable instructions to authenticate the Debentures necessary for such
exchange, then on and after the close of business on the Exchange Date,
dividends shall cease to accrue on the outstanding shares of Exchangeable
Preferred Stock and all of the rights of the holders of shares of the
Exchangeable Preferred Stock as stockholders of the Company shall cease (except
the right to receive Debentures and all accrued interest, if any, thereon), and
the Person or Persons entitled to receive the Debentures issuable upon exchange
shall be treated for all purposes as the registered holder or holders of such
Debentures as of the Exchange Date.

      11. AMENDMENT.

            This Certificate of Designation shall not be amended, either
directly or indirectly, or through merger or consolidation with another entity,
in any manner that would alter or change the powers, preferences or special
rights of the Exchangeable Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Exchangeable Preferred

<Page>
                                                                              47


Stock, voting separately as a class. Notwithstanding the foregoing, this
Certificate of Designation may be amended by the Board of Directors in order to
provide for the Series B Preferred Stock to have a Liquidation Preference of
$1,000 per share.

      12. EXCLUSION OF OTHER RIGHTS.

            Except as may otherwise be required by law, the shares of
Exchangeable 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 resolution (as such resolution may be amended
from time to time) and in the Certificate of Incorporation. The shares of
Exchangeable Preferred Stock shall have no preemptive or subscription rights.

      13. 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.

      14. SEVERABILITY OF PROVISIONS.

            If any voting powers, preferences and relative, participating,
optional and other special rights of the Exchangeable 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 Exchangeable 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 Exchangeable 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 Exchangeable 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 Exchangeable Preferred Stock
and qualifications, limitations and restrictions thereof unless so expressed
herein.

<Page>
                                                                              48


      15. FORM OF EXCHANGEABLE PREFERRED STOCK.

            (a) The Exchangeable Preferred Stock shall initially be issued in
the form of one or more Global Securities ("Global Securities"). The Global
Securities shall be deposited on the Issue Date with, or on behalf of, The
Depository Trust Company (the "Depositary") and registered in the name of Cede &
Co., as nominee of the Depositary (such nominee being referred to as the "Global
Security Holder").

            (b) So long as the Global Security Holder is the registered owner of
any Exchangeable Preferred Stock, the Global Security Holder will be considered
the sole holder under this Certificate of Designation of any shares of
Exchangeable Preferred Stock evidenced by the Global Security. Beneficial owners
of shares of Exchangeable Preferred Stock evidenced by the Global Security shall
not be considered the owners or holders thereof under this Certificate of
Designation for any purpose.

            (c) Payments in respect of the Liquidation Preference, dividends and
Liquidated Damages, if any, on any Exchangeable Preferred Stock registered in
the name of the Global Security Holder on the applicable record date shall be
payable by the Company to or at the direction of the Global Security Holder in
its capacity as the registered holder under this Certificate of Designation. The
Company may treat the persons in whose names Exchangeable Preferred Stock,
including the Global Security, are registered as the owners thereof for the
purpose of receiving such payments.

            (d) Any person having a beneficial interest in a Global Security
may, upon request to the Company, exchange such beneficial interest for
Exchangeable Preferred Stock in the form of registered definitive certificates
(the "Certificated Securities"). Upon any such issuance, the Company shall
register such Certificated Securities in the name of, and cause the same to be
delivered to, such person or persons (or the nominee of any thereof). If (i) the
Company notifies the holders in writing that the Depositary is no longer willing
or able to act as a depositary and the Company is unable to locate a qualified
successor within 90 days or (ii) the Company, at its option, notifies the
holders in writing that it elects to cause the issuance of Exchangeable
Preferred Stock in the form of Certificated Securities under this Certificate of
Designation, then, upon surrender by the Global Security Holder of its Global
Security, Exchangeable Preferred Stock in such form will be issued to each
person that the Global Security Holder and

<Page>
                                                                              49


the Depositary identify as being the beneficial owner of the related
Exchangeable Preferred Stock.

            (e) Each Global Security shall bear a legend in substantially the
following form:

            "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
            IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
            WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
            NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
            THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
            SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE
            DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A
            SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE TRANSFER AGENT.
            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
            OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
            YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
            TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
            REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
            MADE TO 31 CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
            HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
            INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
            HEREIN."

            (f) The shares of Exchangeable Preferred Stock and the Debentures
issuable upon exchange thereof will bear a legend to the following effect,
unless the Company determines otherwise in compliance with applicable law:

            "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
            ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
            THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
            OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
            REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
            THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY
            BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
            SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
            SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
            (A) SUCH

<Page>
                                                                              50


            SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
            (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
            INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN
            A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
            SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
            OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY
            OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
            CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE
            OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
            THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
            ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
            RESTRICTIONS SET FORTH IN (A) ABOVE."
<Page>

                                                                       Exhibit B

                   CERTIFICATE OF DESIGNATION OF VOTING POWER,

                             DESIGNATION PREFERENCES

                    AND RELATIVE, PARTICIPATING, OPTIONAL AND

                              OTHER SPECIAL RIGHTS

                         AND QUALIFICATIONS, LIMITATIONS

                                AND RESTRICTIONS

                                       OF

                                 14.12% SERIES H

                       REDEEMABLE PREFERRED STOCK DUE 2009

                                       OF

                         INTERMEDIA COMMUNICATIONS INC.

                         ------------------------------

                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware

                         ------------------------------

            A series of preferred stock having a par value of $1.00 per share,
which shall be designated as Series H Redeemable Preferred Stock due 2009 (the
"SERIES H PREFERRED STOCK") consisting of 22,500 shares, shall have 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 paragraph 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).

            "ACQUIRED DEBT" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation,

<Page>
                                                                               2


Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person,
and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

            "AFFILIATE" of any specified Person means 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, HOWEVER,
that beneficial ownership of 25% or more of the voting securities of a Person
shall be deemed to be control.

            "APPLICABLE REDEMPTION PRICE" means a price per share equal to the
redemption prices specified below (expressed as percentages of the Liquidation
Preference thereof), in each case, together with accumulated and unpaid
dividends (including an amount in cash equal to a prorated dividend for any
partial dividend period) to the date of redemption if redeemed during the
12-month period commencing on January 1 of each of the years set forth below:

<Table>
<S>                                                                  <C>
      2000......................................................     107.06%
      2001......................................................     105.65%
      2002......................................................     104.24%
      2003......................................................     102.83%
      2004......................................................     101.41%
      2005 and thereafter.......................................     100.00%
</Table>

      "ASSET SALE" means when the Company and its Subsidiaries, whether in a
single transaction or a series of related transactions occurring within any
twelve-month period, (i) sell, lease, convey, dispose of or otherwise transfer
any assets (including by way of a Sale and Leaseback Transaction) (other than
sales, leases, conveyances, dispositions or other transfers (A) in the ordinary
course of business, (B) to the Company by any Subsidiary of the Company or from
the Company to any Subsidiary of the Company, (C) that constitute a Restricted
Payment, Investment or dividend or distribution permitted under Section 9(a)
hereof or (D) that constitute the disposition of all or substantially all of the
assets of the Company pursuant to Section 9(d) hereof) or (ii) issue or sell
Equity Interests in any of its Subsidiaries (other than an issuance or sale of
Equity Interests of any such Subsidiary to the Company or a Subsidiary), if, in
the case of either (i) or (ii) above, in a single transaction or a series of
related transactions occurring within any twelve-month period, such assets or
securities (x) have a Fair Market Value in excess of $2.0 million or (y) are
sold or otherwise disposed of for net proceeds in excess of $2.0 million.

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                                                                               3


            "AVERAGE WEIGHTED INTEREST RATE" means (a) the average weight of the
interest rates charged under the Credit Facility, the Series B Preferred Stock,
the Existing Senior Notes and the Existing Senior Subordinated Notes (or
replacements of such instruments), as determined by you, which determination
shall be conclusive absent manifest error PLUS (b) 300 basis points.

            "BENEFICIAL OWNER" means a beneficial owner as defined in Rules
13d-3 and 13d-5 under the Exchange Act (or any successor rules), including the
provision of such Rules that a Person shall be deemed to have beneficial
ownership of all securities that such Person has a right to acquire within 60
days; PROVIDED that a Person will not be deemed a beneficial owner of, or to own
beneficially, any securities if such beneficial ownership (1) arises solely as a
result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to, and in accordance with, the Exchange Act and (2)
is not also then reportable on Schedule 13D or Schedule 13G (or any successor
schedule) under the Exchange Act.

            "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be so required to be capitalized on the balance sheet in
accordance with GAAP.

            "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock and (iii) in the case of a partnership,
partnership interests (whether general or limited) and 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, such partnership.

            "CHANGE OF CONTROL" means the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to any Person or group (as such
term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act), (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(iii) any Person or group (as defined above) is or becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the total Voting Stock or Total
Common Equity of the Company, including by way of merger, consolidation or
otherwise or (iv) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors.

            "CLOSING PRICE" on any Trading Day with respect to the per share
price of any shares of Capital Stock means the last reported sale price regular
way or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on the New
York Stock Exchange or, if such shares of Capital Stock are not listed or
admitted to trading on such exchange, on the

<Page>
                                                                               4


principal national securities exchange on which such shares are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the Nasdaq National Market or, if such shares are not
listed or admitted to trading on any national securities exchange or quoted on
Nasdaq National Market but the issuer is a Foreign Issuer (as defined in Rule
3b-4(b) under the Exchange Act) and the principal securities exchange on which
such shares are listed or admitted to trading is a Designated Offshore
Securities Market (as defined in Rule 902(a) under the Securities Act), the
average of the reported closing bid and asked prices regular way on such
principal exchange, or, if such shares are not listed or admitted to trading on
any national securities exchange or quoted on Nasdaq National Market and the
issuer and principal securities exchange do not meet such requirements. The
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm that is selected from time
to time by the Company for that purpose.

            "COMMON STOCK" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

            "CONSOLIDATED CASH FLOW LEVERAGE RATIO" with respect to any Person
means the ratio of the Consolidated Indebtedness and Liquidation Preference of
such Person to the Consolidated EBITDA of such Person for the relevant period;
PROVIDED, HOWEVER, that (1) if the Company or any Subsidiary of the Company has
incurred any Indebtedness (including Acquired Debt) or if the Company has issued
any Disqualified Stock or if any Subsidiary of the Company has issued any
Disqualified Stock or Preferred Stock since the beginning of such period that
remains outstanding on the date of such determination or if the transaction
giving rise to the need to calculate the Consolidated Cash Flow Leverage Ratio
is an incurrence of Indebtedness (including Acquired Debt) or the issuance of
Disqualified Stock by the Company, Consolidated EBITDA and Consolidated
Indebtedness and Liquidation Preference for such period will be calculated after
giving effect on a pro forma basis to (A) such Indebtedness, Disqualified Stock
or Preferred Stock, as applicable, as if such Indebtedness had been incurred or
such stock had been issued on the first day of such period, (B) the discharge of
any other Indebtedness or Preferred Stock repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Indebtedness or sale of stock
as if such discharge had occurred on the first day of such period, and (C) the
interest income realized by the Company or its Subsidiaries on the proceeds of
such Indebtedness or of such stock sale, to the extent not yet applied at the
date of determination, assuming such proceeds earned interest at the rate in
effect on the date of determination from the first day of such period through
such date of determination, (2) if since the beginning of such period the
Company or any Subsidiary of the Company has made any sale of assets (including,
without limitation, any Asset Sales or pursuant to any Sale and Leaseback
Transaction), Consolidated EBITDA for such period will be (A) reduced by an
amount equal to

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                                                                               5


Consolidated EBITDA (if positive) directly attributable to the assets which are
the subject of such sale of assets for such period or (B) increased by an amount
equal to Consolidated EBITDA (if negative) directly attributable thereto for
such period and (3) if since the beginning of such period the Company or any
Subsidiary of the Company (by merger or otherwise) has made an Investment in any
Subsidiary of the Company (or any Person which becomes a Subsidiary of the
Company) or has made an acquisition of assets, including, without limitation,
any acquisition of assets occurring in connection with a transaction causing a
calculation of Consolidated EBITDA to be made hereunder, which constitutes all
or substantially all of an operating unit of a business, Consolidated EBITDA for
such period will be calculated after giving pro forma effect thereto (including
the incurrence of any Indebtedness (including Acquired Debt)) as if such
Investment or acquisition occurred on the first day of such period. For purposes
of this definition, whenever pro forma effect is to be given to an acquisition
of assets, the pro forma calculations will be determined in good faith by a
responsible financial or accounting Officer of the Company, PROVIDED, HOWEVER,
that such Officer shall assume (i) the historical sales and gross profit margins
associated with such assets for any consecutive 12-month period ended prior to
the date of purchase (provided that the first month of such 12-month period will
be no more than 18 months prior to such date of purchase) and (ii) other
expenses as if such assets had been owned by the Company since the first day of
such period. If any Indebtedness (including, without limitation, Acquired Debt)
or stock bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness will be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period.

            "CONSOLIDATED EBITDA" as of any date of determination means the
Consolidated Net Income for such period (but without giving effect to
adjustments, accruals, deductions or entries resulting from purchase accounting
extraordinary losses or gains and any gains or losses from any Asset Sales),
plus the following to the extent deducted in calculating such Consolidated Net
Income: (i) provision for taxes based on income or profits of such Person and
its Subsidiaries for such period, (ii) Consolidated Interest Expense, (iii)
depreciation, amortization (including amortization of goodwill and other
intangibles) and other non-cash charges (excluding any such non-cash charge to
the extent that it represents an accrual of or reserve for cash charges in any
future period or amortization of a prepaid cash expense that was paid in a prior
period and excluding non- cash interest and dividend income) of such Person and
its Subsidiaries for such period, in each case, on a consolidated basis and
determined in accordance with GAAP. Notwithstanding the foregoing, the provision
for taxes on the income or profits of, and the depreciation, amortization,
interest expense and other non-cash charges of, a Subsidiary of the referent
Person shall be added to Consolidated Net Income to compute Consolidated EBITDA
only to the extent (and in the same proportion) that the Net Income of such
Subsidiary was included in calculating the Consolidated Net Income of such
Person and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary, or loaned to
the

<Page>
                                                                               6


Company by any such Subsidiary, without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to that Subsidiary or its stockholders.

            "CONSOLIDATED INDEBTEDNESS AND LIQUIDATION PREFERENCE" means, with
respect to any Person, as of any date of determination, the aggregate amount of
Indebtedness and liquidation preference of Preferred Stock of such Person and
its Subsidiaries as of such date calculated on a consolidated basis in
accordance with GAAP consistently applied.

            "CONSOLIDATED INTEREST EXPENSE" means, for any Person, for any
period, the aggregate of the following for such Person for such period
determined on a consolidated basis in accordance with GAAP: (a) the amount of
interest in respect of Indebtedness (including amortization of original issue
discount, amortization of debt issuance costs, and non-cash interest payments on
any Indebtedness, the interest portion of any deferred payment obligation and
after taking into account the effect of elections made under any Interest Rate
Agreement, however denominated with respect to such Indebtedness), (b) the
amount of Redeemable Dividends (to the extent not already included in
Indebtedness in determining Consolidated Interest Expense for the relevant
period) and (c) the interest component of rentals in respect of any Capital
Lease Obligation paid, in each case whether accrued or scheduled to be paid or
accrued by such Person during such period to the extent such amounts were
deducted in computing Consolidated Net Income, determined on a consolidated
basis in accordance with GAAP. For purposes of this definition interest on a
Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in such
Capital Lease Obligation in accordance with GAAP consistently applied.

            "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
PROVIDED that:

            (i) the Net Income of any Person that is not a Subsidiary or that is
      accounted for by the equity method of accounting shall be included only to
      the extent of the amount of dividends or distributions paid in cash to the
      referent Person or a Subsidiary thereof,

            (ii) the Net Income of any Subsidiary shall be excluded to the
      extent that the declaration or payment of dividends or other distributions
      by that Subsidiary of that Net Income is not at the date of determination
      permitted without any prior governmental approval (which has not been
      obtained) or, directly or indirectly, by operation of the terms of its
      charter or any agreement, instrument, judgment,

<Page>
                                                                               7


      decree, order, statute, rule or governmental regulation applicable to that
      Subsidiary or its stockholders,

            (iii) the Net Income of any Person acquired in a pooling of
      interests transaction for any period prior to the date of such acquisition
      shall be excluded,

            (iv) the cumulative effect of a change in accounting principles
      shall be excluded, and

            (v) the Net Income of any Unrestricted Subsidiary shall be excluded,
      whether or not distributed to the Company or one of its Subsidiaries.

            "CONTINGENT INVESTMENT" means, with respect to any Person, any
guarantee by such Person of the performance of another Person or any commitment
by such Person to invest in another Person. Any Investment that consists of a
Contingent Investment shall be deemed made at the time that the guarantee of
performance or the commitment to invest is given, and the amount of such
Investment shall be the maximum monetary obligation under such guarantee of
performance or commitment to invest. To the extent that a Contingent Investment
is released or lapses without payment under the guarantee of performance or the
commitment to invest, such Investment shall be deemed not made to the extent of
such release or lapse. With respect to any Contingent Investment, the payment of
the guarantee of performance or the payment under the commitment to invest shall
not be deemed to be an additional Investment.

            "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Issue Date or (ii) was nominated for election or
elected to such Board of Directors with the affirmative vote of a majority of
the Continuing Directors who were members of such Board at the time of such
nomination or election.

            "CREDIT FACILITY" means the Revolving Credit Agreement, dated as of
December 22, 1999, as amended, among the Company, Bank of America, N.A., as
administrative agent, The Bank of New York, and the other agents and lenders
from time to time parties thereto, which permits the Company to borrow up to
$350 million in unrestricted cash.

            "DATE OF DETERMINATION" means the Issue Date, and thereafter, the
first day of each calendar month.

            "DATED DATE" means, with respect to any share of Series H Preferred
Stock, the date such share was issued by the Company.

<Page>
                                                                               8


            "DEFAULT" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

            "DISQUALIFIED STOCK" means any Capital Stock to the extent that, and
only to the extent that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to October 31, 2009; PROVIDED, HOWEVER, that
any Capital Stock which would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require the Company to
repurchase or redeem such Capital Stock upon the occurrence of a Change of
Control occurring prior to October 31, 2009 shall not constitute Disqualified
Stock if the change in control provisions applicable to such Capital Stock are
no more favorable to the holders of such Capital Stock than the provisions
applicable to the Series H Preferred Stock contained in Section 8 hereof and
such Capital Stock specifically provides that the Company will not repurchase or
redeem any such stock pursuant to such provisions prior to the Company's
repurchase of such Series H Preferred Stock as are required to be repurchased
pursuant to Section 8 hereof.

            "DIVIDEND RATE" means the greater of 14.12% and the Average Weighted
Interest Rate, as determined on and in effect from and including each Date of
Determination. If on any Date of Determination the Average Weighted Interest
Rate cannot reasonably be determined, the Dividend Rate will be 14.12%.

            "ELIGIBLE INSTITUTION" means a commercial banking institution that
has combined capital and surplus of not less than $500 million or its equivalent
in foreign currency, whose debt is rated "A" (or higher) according to S&P or
Moody's at the time as of which any investment or rollover therein is made.

            "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock or that are measured by the value of
Capital Stock (but excluding any debt security that is convertible into or
exchangeable for Capital Stock).

            "EVENT OF DEFAULT" means any Voting Rights Triggering Event.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
(or any successor act), and the rules and regulations thereunder.

            "EXISTING INDEBTEDNESS" means the Notes, the Existing Senior Notes,
the Existing Senior Subordinated Notes and all other Indebtedness of the Company
and its Subsidiaries in existence on the Issue Date.

<Page>
                                                                               9


            "EXISTING JUNIOR PREFERRED STOCK" means the Company's 7% Series D
Junior Convertible Preferred Stock, 7% Series E Junior Convertible Preferred
Stock, 7% Series F Junior Convertible Preferred Stock and 7% Series G Junior
Convertible Participating Preferred Stock.

            "EXISTING SENIOR NOTES" means the Company's 9-1/2% Senior Notes due
2009, 12-1/2% Senior Notes due 2006, 11-1/4% Senior Discount Notes due 2007,
8-7/8% Senior Notes due 2007, 8-1/2% Senior Notes due 2008 and 8.60% Senior
Notes due 2008.

            "EXISTING SENIOR SUBORDINATED NOTES" means the Company's 12-1/4%
Senior Subordinated Notes due 2009.

            "FAIR MARKET VALUE" means with respect to any asset or property, the
sale value that would be obtained in an arm's length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect on the Issue
Date.

            "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

            "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

            "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under Interest Rate Agreements.

            "INDEBTEDNESS" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing the
balance deferred and unpaid of the purchase price of any property (including
pursuant to capital leases) or representing any Hedging Obligations, except any
such balance that constitutes an accrued expense or

<Page>
                                                                              10


trade payable, if and to the extent any of the foregoing (other than Hedging
Obligations or letters of credit) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, all indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
indebtedness is assumed by such Persons), all obligations to purchase, redeem,
retire, defease or otherwise acquire for value any Disqualified Stock or any
warrants, rights or options to acquire such Disqualified Stock valued, in the
case of Disqualified Stock, at the greatest amount payable in respect thereof on
a liquidation (whether voluntary or involuntary) plus accrued and unpaid
dividends, the liquidation value of any Preferred Stock issued by Subsidiaries
of such Person plus accrued and unpaid dividends, and also includes, to the
extent not otherwise included, the Guarantee of items that would be included
within this definition and any amendment, supplement, modification, deferral,
renewal, extension or refunding of any of the above; notwithstanding the
foregoing, in no event will performance bonds or similar security for
performance be deemed Indebtedness so long as such performance bonds or similar
security for performance would not appear as a liability on a balance sheet of
such Person prepared in accordance with GAAP; and PROVIDED FURTHER, that the
amount of any Indebtedness in respect of any Guarantee shall be the maximum
principal amount of the Indebtedness so guaranteed; it being understood that
Indebtedness with respect to this Certificate of Designation does not include
any obligation with respect to the Series H Preferred Stock.

            "INTEREST RATE AGREEMENTS" means (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

            "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans,
Guarantees, Contingent Investments, advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities of any other Person and
all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP; PROVIDED, HOWEVER, that any investment
to the extent made with Capital Stock of the Company (other than Disqualified
Stock) shall not be deemed an "Investment" for purposes of this Certificate of
Designation.

            "ISSUE DATE" means the initial issuance date of any shares of Series
H Preferred Stock.

            "JOINT VENTURE" means a Person in the Telecommunications Business in
which the Company holds less than a majority of the shares of Voting Stock or an
Unrestricted Subsidiary in the Telecommunications Business.

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                                                                              11


            "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

            "LIQUIDATION PREFERENCE" means $10,000 per share of Series H
Preferred Stock.

            "MARKETABLE SECURITIES" means:

            (i) Government Securities;

            (ii) any certificate of deposit maturing not more than 270 days
      after the date of acquisition issued by, or time deposit of, an Eligible
      Institution;

            (iii) commercial paper maturing not more than 270 days after the
      date of acquisition issued by a corporation (other than an Affiliate of
      the Company) with a rating at the time as of which any investment therein
      is made, of "A-1" (or higher) according to S&P or "P-1" (or higher)
      according to Moody's;

            (iv) any banker's acceptances or money market deposit accounts
      issued or offered by an Eligible Institution; and

            (v) any fund investing exclusively in investments of the types
      described in clauses (i) through (iv) above.

            "MERGER" means the merger contemplated by the Merger Agreement.

            "MERGER AGREEMENT" means the Agreement and Plan of Merger by and
among WorldCom, Inc., a Georgia corporation, WildCat Acquisition Corp., a
Delaware corporation and the Company, dated as of September 1, 2000.

            "MOODY'S" means Moody's Investors Service, Inc. and its successors.

            "NET INCOME" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its

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                                                                              12


Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Subsidiaries and (ii) any extraordinary gain (but not loss), together with
any related provision for taxes on such extraordinary gain (but not loss).

            "NOTES" means any Senior Subordinated Notes issued pursuant to the
Senior Subordinated Note Purchase Agreement (the "NOTE PURCHASE AGREEMENT"),
dated as of October 31, 2000, between the Company and WorldCom, Inc., as
purchaser, as amended or supplemented from time to time.

            "NOTE PURCHASE AGREEMENT" is defined above in the definition of
"Notes".

            "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, Controller,
Secretary or any Vice-President of such Person.

            "OFFICERS' CERTIFICATE" means a certificate signed by two Officers
of the Company, one of whom must be the principal executive officer, principal
financial officer, treasurer or principal accounting officer of the Company.

            "PERMITTED INVESTMENT" means (a) any Investments in the Company or
any Subsidiary of the Company; (b) any Investments in Marketable Securities; (c)
Investments by the Company or any Subsidiary of the Company in a Person, if as a
result of such Investment (i) such Person becomes a Subsidiary of the Company or
(ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Subsidiary of the Company; (d) any Investments in property or
assets to be used in (A) any line of business in which the Company or any of its
Subsidiaries was engaged on the Issue Date or (B) any Telecommunications
Business; (e) Investments in any Person in connection with the acquisition of
such Person or substantially all of the property or assets of such Person by the
Company or any Subsidiary of the Company; PROVIDED that within 180 days from the
first date of any such Investment, either (A) such Person becomes a Subsidiary
of the Company or any of its Subsidiaries or (B) the amount of any such
Investment is repaid in full to the Company or any of its Subsidiaries; (f)
Investments pursuant to any agreement or obligation of the Company or a
Subsidiary, in effect on the Issue Date or on the date a Subsidiary becomes a
Subsidiary (provided that any such agreement was not entered into in
contemplation of such Subsidiary becoming a Subsidiary), to make such
Investments; (g) Investments in prepaid expenses, negotiable instruments held
for collection and lease, utility and workers' compensation, performance and
other similar deposits; (h) Hedging Obligations permitted to be incurred by
Section 9(b) hereof; (i) bonds, notes, debentures or other securities received
as a result of Asset Sales; and (j) the Investment deemed to have been made by
the Company at such time as the Web Hosting Subsidiary ceases to be a Subsidiary
of the Company by reason

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                                                                              13


of the issuance or sale of Equity Interests in the Web Hosting Subsidiary to the
extent that the book value of such Investment at the time such Investment is
deemed to have been made does not exceed $200.0 million in the aggregate.

            "PERSON" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

            "PREFERRED STOCK" as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.

            "REDEEMABLE DIVIDEND" means, for any dividend with regard to
Disqualified Stock and Preferred Stock, the quotient of the dividend divided by
the difference between one and the maximum statutory federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Disqualified Stock or Preferred Stock.

            "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

            "S&P" means Standard & Poor's Rating Group and its successors.

            "SALE AND LEASEBACK TRANSACTION" means, with respect to any Person,
any direct or indirect arrangement pursuant to which any property (other than
Capital Stock) is sold by such Person or a Subsidiary of such Person and is
thereafter leased back from the purchaser or transferee thereof by such Person
or one of its Subsidiaries.

            "SENIOR NOTE INDENTURE" means any indenture governing Existing
Senior Notes, as amended or supplemented from time to time.

            "SENIOR SUBORDINATED NOTE INDENTURE" means the indenture governing
the Existing Senior Subordinated Notes, as amended or supplemented from time to
time.

            "SERIES B PREFERRED STOCK" means the Company's 13-1/2% Series B
Redeemable Exchangeable Preferred Stock due 2009.

            "SUBSIDIARY" of any Person means (i) any corporation, association or
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled,

<Page>
                                                                              14


directly or indirectly, by such Person or one or more of the other Subsidiaries
of such 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 one or more Subsidiaries of such Person or any combination thereof;
PROVIDED that any Unrestricted Subsidiary shall be excluded from this definition
of "Subsidiary."

            "TELECOMMUNICATIONS BUSINESS" means, when used in reference to any
Person, that such Person is engaged primarily in the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities, (ii) creating,
developing or marketing communications related network equipment, software and
other devices for use in a Telecommunications Business or (iii) evaluating,
participating or pursuing any other activity or opportunity that is related to
those identified in (i) or (ii) above; PROVIDED that the determination of what
constitutes a Telecommunications Business shall be made in good faith by the
Board of Directors of the Company.

            "TELECOMMUNICATIONS RELATED ASSETS" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible, used
in connection with a Telecommunications Business.

            "TOTAL COMMON EQUITY" of any Person means, as of any date of
determination (and as modified for purposes of the definition of "Change of
Control"), the product of (i) the aggregate number of outstanding primary shares
of Common Stock of such Person on such day (which shall not include any options
or warrants on, or securities convertible or exchangeable into, shares of Common
Stock of such Person) and (ii) the average Closing Price of such Common Stock
over the 20 consecutive Trading Days immediately preceding such day. If no such
Closing Price exists with respect to shares of any such class, the value of such
shares for purposes of clause (ii) of the preceding sentence shall be determined
by the Board of Directors of the Company in good faith and evidenced by a
resolution of the Board of Directors.

            "TOTAL MARKET CAPITALIZATION" of any Person means, as of any day of
determination, the sum of (1) the consolidated Indebtedness of such Person and
its Subsidiaries (except in the case of the Company, in which case of the
Company and its Subsidiaries) on such day, plus (2) the product of (i) the
aggregate number of outstanding primary shares of Common Stock of such Person on
such day (which shall not include any options or warrants on, or securities
convertible or exchangeable into, shares of Common Stock of such Person) and
(ii) the average Closing Price of such Common Stock over the 20 consecutive
Trading Days immediately preceding such day, plus (3) the liquidation value of
any outstanding share of Preferred Stock of such Person on such day. If no such
Closing Price exists with respect to shares of any such class, the value of such
shares for purposes of clause (2) of the preceding sentence shall be determined
by the

<Page>
                                                                              15


Company's Board of Directors in good faith and evidenced by a resolution of the
Board of Directors.

            "TRADING DAY", with respect to a securities exchange or automated
quotation system, means a day on which such exchange or system is open for a
full day of trading.

            "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution.

            "VENDOR INDEBTEDNESS" means any Indebtedness of the Company or any
Subsidiary incurred in connection with the acquisition or construction of
Telecommunications Related Assets.

            "VOTING STOCK" of any Person means Capital Stock of such Person
which ordinarily has voting power for the election of directors (or Persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

            "WEB HOSTING SUBSIDIARY" means the Subsidiary of the Company
substantially all of the assets of which consist of assets used exclusively in
the conduct of the Company's internet web hosting business.

            2. RANKING. The Series H Preferred Stock shall rank, with respect to
dividend distributions and distributions upon the liquidation, winding-up and
dissolution of the Company, (i) senior to all classes of common stock of the
Company and to each other class of capital stock or series of preferred stock
issued by the Company established after the Issue Date by the Board of Directors
the terms of which do not expressly provide that it ranks senior to or on a
parity with the Series H Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the Company
(collectively referred to with the common stock of the Company as "JUNIOR
SECURITIES"); (ii) on a parity with the Existing Junior Preferred Stock, any
additional shares of Existing Junior Preferred Stock or Series H Preferred Stock
issued by the Company in the future and any other class of capital stock or
series of preferred stock issued by the Company established after the Issue Date
by the Board of Directors, the terms of which expressly provide that such class
or series will rank on a parity with the Series H Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Company (collectively referred to as "PARITY SECURITIES"); and (iii)
junior to the Series B Preferred Stock and each class of capital stock or series
of preferred stock issued by the Company established after the Issue Date by the
Board of Directors the terms of which expressly provide that such class or
series will rank senior to the Series H Preferred Stock as to dividend
distributions and

<Page>
                                                                              16


distributions upon liquidation, winding-up and dissolution of the Company
(collectively referred to as "SENIOR SECURITIES").

            No dividend whatsoever shall be declared or paid upon, or any sum
set apart for the payment of dividends upon, any outstanding share of the Series
H Preferred Stock with respect to any dividend period unless all dividends for
all preceding dividend periods have been declared and paid, or declared and a
sufficient sum set apart for the payment of such dividend, upon all outstanding
shares of Senior Securities.

            3. DIVIDENDS. (a) The holders of shares of the Series H Preferred
Stock shall be entitled to receive, when, as and if dividends are declared by
the Board of Directors out of funds of the Company legally available therefor,
cumulative preferential dividends with respect to each share of Series H
Preferred Stock from the Dated Date accruing at the Dividend Rate of the
Liquidation Preference per share per annum, payable quarterly in arrears on each
of the last days of March, June, September and December or, if any such date is
not a Business Day, on the next succeeding Business Day (each, a "DIVIDEND
PAYMENT DATE"), to the holders of record as of the next preceding March 15, June
15, September 15 and December 15, (each, a "RECORD DATE"). Dividends shall be
payable in cash. Dividends payable on the Series H Preferred Stock will be
computed on the basis of a 360-day year consisting of twelve 30-day months and
will be deemed to accrue on a daily basis.

            (b) Dividends on the Series H Preferred Stock shall accrue whether
or not the Company 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. Dividends will accumulate to the extent they are not paid on the
Dividend Payment Date for the period to which they relate. The Company shall
take all actions required or permitted under the Delaware General Corporation
Law (the "DGCL") to permit the payment of dividends on the Series H Preferred
Stock, including, without limitation, through the revaluation of its assets in
accordance with the DGCL, to make or keep funds legally available for the
payment of dividends.

            (c) No dividend whatsoever shall be declared or paid upon, or any
sum set apart for the payment of dividends upon, any outstanding share of the
Series H Preferred Stock with respect to any dividend period unless all
dividends for all preceding dividend periods have been declared and paid, or
declared and a sufficient sum set apart for the payment of such dividend, upon
all outstanding shares of Series H Preferred Stock. Unless full cumulative
dividends on all outstanding shares of Series H Preferred Stock for all past
dividend periods shall have been declared and paid, or declared and a sufficient
sum for the payment thereof set apart, then: (i) no dividend (other than a
dividend payable solely in shares of any Junior Securities) shall be declared or
paid upon, or any sum set apart for the payment of dividends upon, any shares of
Junior Securities; (ii) no other distribution shall be declared or made upon, or
any sum set apart for the payment of

<Page>
                                                                              17


any distribution upon, any shares of Junior Securities, other than a
distribution consisting solely of Junior Securities; (iii) no shares of Junior
Securities shall be purchased, redeemed or otherwise acquired or retired for
value (excluding an exchange for shares of other Junior Securities) by the
Company or any of its Subsidiaries; and (iv) no monies shall be paid into or set
apart or made available for a sinking or other like fund for the purchase,
redemption or other acquisition or retirement for value of any shares of Junior
Securities by the Company or any of its Subsidiaries. Holders of the Series H
Preferred Stock will not be entitled to any dividends, whether payable in cash,
property or stock, in excess of the full cumulative dividends as herein
described.

            4. LIQUIDATION RIGHTS. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company or reduction or decrease
in its capital stock resulting in a distribution of assets to the holders of any
class or series of the Company's capital stock, each holder of shares of the
Series H Preferred Stock will be entitled to payment out of the assets of the
Company available for distribution of an amount equal to the Liquidation
Preference per share of Series H Preferred Stock held by such holder, plus
accrued and unpaid dividends, if any, to the date fixed for liquidation,
dissolution, winding-up or reduction or decrease in capital stock, before any
distribution is made on any Junior Securities, including, without limitation,
common stock of the Company. After payment in full of the Liquidation Preference
and all accrued and unpaid dividends, if any, to which holders of Series H
Preferred Stock are entitled, such holders will not be entitled to any further
participation in any distribution of assets of the Company. If, upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
the amounts payable with respect to the Series H Preferred Stock and all other
Parity Securities are not paid in full, the holders of the Series H Preferred
Stock and the Parity Securities will share equally and ratably in any
distribution of assets of the Company in proportion to the full liquidation
preference and accumulated and unpaid dividends, if any, to which each is
entitled. 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 Company nor the consolidation
or merger of the Company with or into one or more Persons will be deemed to be a
voluntary or involuntary liquidation, dissolution or winding-up of the Company
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 Company or reduction or decrease in capital
stock.

            5. REDEMPTION BY THE COMPANY. (a) On October 31, 2009 (the
"MANDATORY REDEMPTION DATE"), the Company shall be required to redeem (subject
to the legal availability of funds therefor) all outstanding shares of Series H
Preferred Stock at a price in cash equal to the Applicable Redemption Price. The
Company shall not be required to make sinking fund payments with respect to the
Series H Preferred Stock.

<Page>
                                                                              18


The Company shall take all actions required or permitted under the DGCL to
permit such redemption.

            (b) The Series H Preferred Stock may be redeemed at any time, in
whole or in part, at the option of the Company at the Applicable Redemption
Price.

            (c) In case of redemption of less than all of the shares of Series H
Preferred Stock at the time outstanding, the shares to be redeemed shall be
selected pro rata or by lot as determined by the Company in its sole discretion.

            (d) Notice of any redemption shall be sent by or on behalf of the
Company not less than 30 nor more than 60 days prior to the date specified for
redemption in such notice (including the Mandatory Redemption Date, the
"REDEMPTION DATE"), by first class mail, postage prepaid, to all holders of
record of the Series H Preferred Stock at their last addresses as they shall
appear on the books of the Company; 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 H
Preferred Stock except as to the holder to whom the Company 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 H Preferred Stock may be listed or admitted to trading, such notice
shall state: (i) whether such redemption is being made pursuant to the optional
or the mandatory redemption provisions hereof; (ii) the Redemption Date; (iii)
the Applicable Redemption Price; (iv) the number of shares of Series H Preferred
Stock to be redeemed and, if less than all shares held by such holder are to be
redeemed, the number of such shares to be redeemed; (v) the place or places
where certificates for such shares are to be surrendered for payment of the
Applicable Redemption Price, including any procedures applicable to redemptions
to be accomplished through book-entry transfers; and (vi) that dividends on the
shares to be redeemed will cease to accumulate on the Redemption Date. Upon the
mailing of any such notice of redemption, the Company shall become obligated to
redeem at the time of redemption specified thereon all shares called for
redemption.

            (e) If notice has been mailed in accordance with Section 5(d) above
and provided that on or before the Redemption Date specified in such notice, all
funds necessary for such redemption shall have been set aside by the Company,
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 Redemption Date, dividends on
the shares of the Series H Preferred Stock so called for redemption shall cease
to accumulate, and said shares shall no longer be deemed to be outstanding and
shall not have the status of shares of Series H Preferred Stock, and all rights
of the Holders thereof as stockholders of the Company (except the right to
receive from the Company the Applicable Redemption Price) shall cease. Upon
surrender, in accordance with said notice, of the certificates for any shares so
redeemed

<Page>
                                                                              19


(properly endorsed or assigned for transfer, if the Company shall so require and
the notice shall so state), such shares shall be redeemed by the Company at the
Applicable Redemption Price. In case fewer than all the shares represented by
any such certificate are redeemed, a new certificate or certificates shall be
issued representing the unredeemed shares without cost to the holder thereof.

            (f) Any funds deposited with a bank or trust company for the purpose
of redeeming Series H Preferred Stock shall be irrevocable except that:

            (i) the Company 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) any balance of monies so deposited by the Company and unclaimed
      by the holders of the Series H Preferred Stock entitled thereto at the
      expiration of two years from the applicable Redemption Date shall be
      repaid, together with any interest or other earnings earned thereon, to
      the Company, and after any such repayment, the holders of the shares
      entitled to the funds so repaid to the Company shall look only to the
      Company for payment without interest or other earnings.

            (g) No Series H Preferred Stock may be redeemed except with funds
legally available for the purpose. The Company shall take all actions required
or permitted under the DGCL to permit any such redemption.

            (h) Notwithstanding the foregoing provisions of this Section 5,
unless the full cumulative dividends on all outstanding shares of Series H
Preferred Stock shall have been paid or contemporaneously are declared and paid
for all past dividend periods, none of the shares of Series H Preferred Stock
shall be redeemed unless all outstanding shares of Series H Preferred Stock are
simultaneously redeemed.

            (i) All shares of Series H 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 other than shares of Series H
Preferred Stock.

            6. [INTENTIONALLY OMITTED.]

            7. VOTING RIGHTS. (a) The holders of record of outstanding shares of
Series H Preferred Stock shall be entitled to vote, together with all the
outstanding shares of common stock, and not by class, except as otherwise
required by Delaware law, on all matters on which holders of common stock are
entitled to vote. Each outstanding share

<Page>
                                                                              20


of Series H Preferred Stock shall be entitled to one-tenth of one vote per share
of Series H Preferred Stock. Additionally, the holders of record of shares of
the Series H Preferred Stock shall have voting rights as required by law and as
hereinafter provided in this Section 7.

            (b) Upon:

            (i) the accumulation of accumulated and unpaid dividends on the
      outstanding Series H Preferred Stock in an amount equal to six (6)
      quarterly dividends (whether or not consecutive);

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

            (iii) the failure of the Company to make a Change of Control Offer
      on the terms and in accordance with the provisions described below in
      Section 8 hereof;

            (iv) the failure of the Company to comply with any of the other
      covenants or agreements set forth in this Certificate of Designation and
      the continuance of such failure for 60 consecutive days or more after
      notice; or

            (v) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Subsidiaries
      (or the payment of which is guaranteed by the Company or any of its
      Subsidiaries) whether such Indebtedness or Guarantee now exists, or is
      created after the Issue Date, which default (1) is caused by a failure to
      pay principal of or premium, if any, or interest on such Indebtedness
      prior to the expiration of the grace period provided in such Indebtedness
      on the date of such default (a "PAYMENT DEFAULT") or (2) results in the
      acceleration of such Indebtedness prior to its express maturity and, in
      each case, the principal amount of any such Indebtedness, together with
      the principal amount of any other such Indebtedness under which there has
      been a Payment Default or the maturity of which has been so accelerated,
      aggregates $5.0 million or more (each of the events described in clauses
      (i), (ii), (iii), (iv) and (v) being referred to herein as a "VOTING
      RIGHTS TRIGGERING EVENT");

then the holders of a majority of the outstanding shares of Series H Preferred
Stock, voting as a separate single class, shall be entitled to elect such number
of members to the Board of Directors of the Company constituting at least 20% of
the then existing Board of Directors before such election (rounded to the
nearest whole number); PROVIDED, HOWEVER, that such number shall be no less than
one nor greater than two, and the number of members of the Company's Board of
Directors shall be immediately and automatically

<Page>
                                                                              21


increased by one or two, as the case may be. The voting rights provided for in
this Section 7 shall be the exclusive remedy for the holders of the Series H
Preferred Stock for any violation by the Company of its obligations under this
Certificate of Designation that constitutes an Event of Default.

            (c) Whenever such voting right shall have vested, such right may be
exercised initially either at a special meeting of the holders of Series H
Preferred Stock, 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 of Series H Preferred
Stock. Such right of the holders of Series H Preferred Stock to elect directors
may be exercised until (i) all dividends in arrears shall have been paid in full
and (ii) all other Voting Rights Triggering Events have been cured or waived, at
which time the term of such directors previously elected shall thereupon
terminate, and such directors shall be deemed to have resigned.

            (d) At any time when such voting right shall have vested in the
holders of Series H Preferred Stock and if such right shall not already have
been initially exercised, a proper officer of the Company shall, upon the
written request of holders of record of 10% or more of the Series H Preferred
Stock then outstanding, addressed to the Secretary of the Company, call a
special meeting of holders of Series H Preferred Stock. 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 Company or, if none, at a place designated by the Secretary
of the Company. If such meeting shall not be called by the proper officers of
the Company within 30 days after the personal service of such written request
upon the Secretary of the Company, or within 30 days after mailing the same
within the United States, by registered mail, addressed to the Secretary of the
Company 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 H Preferred Stock then outstanding may designate in writing
a holder of Series H Preferred Stock to call such meeting at the expense of the
Company, 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 Company or, if none, at a place
designated by such holder. Any holder of Series H Preferred Stock that would be
entitled to vote at such meeting shall have access to the stock books of the
Company for the purpose of causing a meeting of stockholders to be called
pursuant to the provisions of this Section 7. Notwithstanding the provisions of
this paragraph, however, no such special meeting shall be called if any such
request is received less than 90 days before the date fixed for the next ensuing
annual or special meeting of stockholders.

            (e) If any director so elected by the holders of Series H Preferred
Stock shall cease to serve as a director before his term shall expire, the
holders of Series H Preferred Stock then outstanding may, at a special meeting
of the holders called as

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                                                                              22


provided above, elect a successor to hold office for the unexpired term of the
director whose place shall be vacant.

            (f) The Company shall not, without the affirmative vote or consent
of the holders of at least a majority of the shares of Series H Preferred Stock
then outstanding (with shares held by the Company or any of its Affiliates not
being considered to be outstanding for this purpose) voting or consenting as the
case may be, as one class:

            (i) authorize, create (by way of reclassification or otherwise) or
      issue any Senior Securities or any obligation or security convertible into
      or evidencing the right to purchase, shares of any class or series of
      Senior Securities, except, the Company may issue Senior Securities
      pursuant to Section 9(b) hereof;

            (ii) authorize, create (by way of reclassification or otherwise) or
      issue any Parity Securities or any obligation or security convertible or
      exchangeable into or evidencing a right to purchase, shares of any class
      or series of Parity Securities, except, the Company may authorize and
      issue: (i) shares of the Series H Preferred Stock as provided herein and
      additional shares of Series H Preferred Stock pursuant to the Note
      Purchase Agreement and (ii) Parity Securities pursuant to Section 9(b)
      hereof;

            (iii) amend or otherwise alter this Certificate of Designation
      (including the provisions of Section 8 hereof) in any manner that
      adversely affects the specified rights, preferences, privileges or voting
      rights of holders of Series H Preferred Stock;

            (iv) authorize the issuance of any additional shares of Series H
      Preferred Stock other than pursuant to the Note Purchase Agreement; or

            (v) waive any existing Voting Rights Triggering Event or compliance
      with any provision of this Certificate of Designation;

PROVIDED, HOWEVER, that the Company may not amend the Change of Control
provisions of this Certificate of Designation (including the related
definitions) without the approval of the holders of at least 66-2/3% of the then
outstanding shares of Series H Preferred Stock, voting or consenting, as the
case may be, as one class.

            (g) Without the consent of each holder affected, an amendment or
waiver of the Company's Certificate of Incorporation or of this Certificate of
Designation may not (with respect to any shares of Series H Preferred Stock held
by a non-consenting holder):

<Page>
                                                                              23


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

            (ii) (x) reduce the Liquidation Preference of or (y) change the
      Mandatory Redemption Date of any share of Series H Preferred Stock or (z)
      alter the provisions with respect to the redemption of the Series H
      Preferred Stock other than (in the case of this clause (z)) as provided in
      Section 8(f) hereof;

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

            (iv) waive the consequences of any failure to pay dividends on the
      Series H Preferred Stock;

            (v) make any share of Series H Preferred Stock payable in any form
      other than that stated in this Certificate of Designation;

            (vi) make any change in the provisions of this Certificate of
      Designation relating to waivers of the rights of holders of Series H
      Preferred Stock to receive the Liquidation Preference and dividends on the
      Series H Preferred Stock;

            (vi) waive a redemption payment with respect to any share of Series
      H Preferred Stock (except as provided with respect to Section 8 hereof);
      or

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

            (h) The Company in its sole discretion may, without the vote or
consent of any holders of the Series H Preferred Stock, amend or supplement this
Certificate of Designation:

            (i) to cure any ambiguity, defect or inconsistency;

            (ii) to provide for uncertificated Series H Preferred Stock in
      addition to or in place of certificated Series H Preferred Stock; or

            (iii) to make any change that would provide any additional rights or
      benefits to the holders of the Series H Preferred Stock or that does not
      adversely affect the legal rights under this Certificate of Designation of
      any such holder.

Except as set forth above, (a) the creation, authorization or issuance of any
shares of Junior Securities, Parity Securities or Senior Securities or (b) the
increase or decrease in the amount of authorized capital stock of any class,
including any preferred stock, shall

<Page>
                                                                              24


not require the consent of the holders of the Series H Preferred Stock and shall
not be deemed to affect adversely the rights, preferences, privileges, special
rights or voting rights of holders of shares of Series H Preferred Stock.

            8. CHANGE OF CONTROL. (a) Subject to paragraph 8(f), upon the
occurrence of a Change of Control, the Company shall make an offer (the "CHANGE
OF CONTROL OFFER") to each holder of shares of Series H Preferred Stock to
repurchase all or any part (but not, in the case of any holder requiring the
Company to purchase less than all of the shares of Series H Preferred Stock held
by such holder, any fractional shares) of such holder's Series H Preferred Stock
at an offer price in cash equal to 101% of the aggregate Liquidation Preference
thereof plus accumulated and unpaid dividends, if any, thereon to the date of
purchase (the "CHANGE OF CONTROL PAYMENT").

            (b) The Change of Control Offer shall include all instructions and
materials necessary to enable holders to tender their shares of Series H
Preferred Stock.

            (c) The Company shall comply with the requirements of Rule 14e-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 Series H Preferred Stock as a result of a Change of Control.

            (d) Within 30 days following any Change of Control, the Company
shall mail a notice to each holder stating:

            (i) that the Change of Control Offer is being made pursuant to this
      Section 8 and that all shares of Series H 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 H Preferred Stock not tendered will
      continue to accumulate dividends;

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

            (v) that holders electing to have any shares of Series H Preferred
      Stock purchased pursuant to a Change of Control Offer will be required to
      surrender the shares of Series H Preferred Stock, with the form entitled
      "Option of Holder to

<Page>
                                                                              25


      Elect Purchase" which shall be included with the Notice of Change of
      Control completed, to the Paying Agent 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
      Paying Agent receives, not later than the close of business on the second
      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 Series H 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).

            (e) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all shares of Series H Preferred Stock or
portions thereof properly tendered pursuant to the Change of Control Offer, (ii)
promptly mail to each holder of shares of Series H Preferred Stock tendered an
amount equal to the Change of Control Payment in respect of all shares of Series
H Preferred Stock or portions thereof so tendered and (iii) promptly issue a new
certificate representing the shares of Series H Preferred Stock equal in
Liquidation Preference amount to any unpurchased portion of the shares of Series
H Preferred Stock surrendered, if any. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

            (f) Notwithstanding the foregoing, if, at the time of a Change of
Control, the Company is prohibited by the terms of any Indebtedness from
purchasing shares of Series H Preferred Stock that may be tendered by holders
pursuant to a Change of Control Offer, prior to complying with the provisions of
this Section 8, but in any event within 90 days following a Change of Control,
the Company shall either (i) repay in full all outstanding Indebtedness or (ii)
obtain the requisite consents, if any, under all agreements governing
outstanding Indebtedness to permit the repurchase of Series H Preferred Stock
required by this covenant. The Company must first comply with the covenants in
its outstanding Indebtedness or take the actions described in the preceding
sentence before it will be required to repurchase shares of Series H Preferred
Stock in the event of a Change of Control; PROVIDED, that if the Company fails
to comply with the covenant described in the preceding sentence, the sole remedy
to holders of Series H Preferred Stock will be the voting rights arising from a
Voting Rights Triggering Event. Moreover, the Company will not repurchase or
redeem any Series H Preferred Stock pursuant to this Change of Control provision
prior to the Company's repurchase of the Existing Senior Notes and

<Page>
                                                                              26


Existing Senior Subordinated Notes pursuant to the Change of Control covenants
in the Senior Notes Indentures and Senior Subordinated Notes Indenture.

            (g) The Company 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 8 applicable to a Change of Control Offer
made by the Company and purchases all shares of Series H Preferred Stock validly
tendered and not withdrawn under such Change of Control Offer.

            9. CERTAIN COVENANTS. (a) Restricted Payments.

            The Company and its Subsidiaries shall not, directly or indirectly:

            (i) declare or pay any dividend or make any distribution on account
      of any Equity Interests of the Company that are Junior Securities or of
      any of its Subsidiaries other than dividends or distributions payable (A)
      in Junior Securities of the Company that are not Disqualified Stock or (B)
      to the Company or any Subsidiary;

            (ii) purchase, redeem, defease, retire or otherwise acquire for
      value ("RETIRE" and correlatively, a "RETIREMENT") any Equity Interests of
      the Company that are Junior Securities or of any of its Subsidiaries or
      other Affiliate of the Company (other than any such Equity Interests owned
      by the Company or any Subsidiary);

            (iii) make any Restricted Investment (all such payments and other
      actions set forth in clauses (i) through (iii) above being collectively
      referred to as "RESTRICTED PAYMENTS"), unless, at the time of such
      Restricted Payment:

                  (A) no Default or Event of Default has occurred and is
            continuing or would occur as a consequence thereof;

                  (B) after giving effect to such Restricted Payment on a pro
            forma basis as if such Restricted Payment had been made at the
            beginning of the applicable four-quarter period, the Company could
            incur at least $1.00 of additional Indebtedness pursuant to the
            Consolidated Cash Flow Leverage Ratio test described under Section
            9(b) hereof; and

                  (C) such Restricted Payment, together with the aggregate of
            all other Restricted Payments made by the Company and its
            Subsidiaries after the Issue Date including any Restricted Payments
            made pursuant to clauses (i), (iii) and (iv) of the next paragraph),
            is less than the sum of

<Page>
                                                                              27


                        (w) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from June 30,
                  1996 to the end of the Company's most recently ended fiscal
                  quarter for which internal financial statements are available
                  at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit), plus

                        (x) 100% of the aggregate net cash proceeds received by
                  the Company from the issue or sale of Equity Interests of the
                  Company or of debt securities or Disqualified Stock of the
                  Company that have been converted into such Equity Interests
                  (other than Equity Interests (or convertible debt securities)
                  sold to a Subsidiary of the Company and other than
                  Disqualified Stock or debt securities that have been converted
                  into Disqualified Stock) after June 30, 1996 (other than any
                  such Equity Interests, the proceeds of which were used as set
                  forth in clause (ii) below), plus

                        (y) 100% of the sum of, without duplication, (1)
                  aggregate dividends or distributions received by the Company
                  or any Subsidiary from any Joint Venture (other than dividends
                  or distributions to pay any obligations of such Joint Venture
                  to Persons other than the Company or any Subsidiary, such as
                  income taxes), with non-cash distributions to be valued at the
                  lower of book value or Fair Market Value as determined by the
                  Board of Directors, (2) the amount of the principal and
                  interest payments received since the Issue Date by the Company
                  or any Subsidiary from any Joint Venture and (3) the net
                  proceeds from the sale of an Investment in a Joint Venture
                  received by the Company or any Subsidiary; PROVIDED that there
                  is no obligation to return any such amounts to the Joint
                  Venture, and excluding any such dividend, distribution,
                  interest payment or net proceeds that constitutes a return of
                  capital invested pursuant to clause (vi) of the next
                  succeeding paragraph, PLUS

                        (z) $10.0 million.

            The foregoing provisions will not prohibit:

            (i) the payment of any dividend within 60 days after the date of
      declaration thereof, if at such date of declaration such payment would
      have complied with the provisions hereof;

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                                                                              28


            (ii) the Retirement of any Junior Securities of the Company or
      Equity Interests of any Subsidiary of the Company, in exchange for, or out
      of the proceeds of the substantially concurrent sale (other than to a
      Subsidiary of the Company) of, Junior Securities of the Company (other
      than Disqualified Stock) or other Equity Interests of such Subsidiary that
      is not Disqualified Stock;

            (iii) the Retirement of any Junior Securities of the Company or any
      Subsidiary of the Company held by any member of the Company's (or any of
      its Subsidiaries') management pursuant to any management equity
      subscription agreement or stock option agreement; PROVIDED that the
      aggregate price paid for all such repurchased, redeemed, acquired or
      retired Equity Interests shall not exceed $5.0 million in any twelve-month
      period plus the aggregate cash proceeds received by the Company during
      such twelve-month period from any reissuance of Equity Interests by the
      Company to members of management of the Company and its Subsidiaries; and

            (iv) Investments in any Joint Venture; PROVIDED that at the time any
      such Investment is made, such Investment will not cause the aggregate
      amount of Investments at any one time outstanding under this clause (iv)
      to exceed the greater of (x) $25.0 million and (y) 5% of the Total Common
      Equity of the Company;

            (v) the payment of cash in lieu of fractional shares (a) payable as
      dividends on Equity Interests of the Company or (b) issuable upon
      conversion of or in exchange for securities convertible into or
      exchangeable for Equity Interests of the Company or (c) issuable as a
      result of a corporate reorganization; PROVIDED that, in the case of (a)
      and (b), the issuance of such Equity Interests or securities and, in the
      case of (c), such corporate reorganization, is permitted under the terms
      of this Agreement; and

            (vi) Investments with the net cash proceeds received by the Company
      from the issue or sale of Equity Interests of the Company (other than
      Disqualified Stock) after December 31, 1997;

PROVIDED, HOWEVER, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (i), (ii), (iii), and (iv), no
Default or Event of Default shall have occurred and be continuing.

            A Permitted Investment that ceases to be a Permitted Investment
pursuant to the definition thereof, shall become a Restricted Investment, deemed
to have been made on the date that it ceases to be a Permitted Investment.

<Page>
                                                                              29


            The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default or an
Event of Default. For purposes of making such determination, all outstanding
Investments by the Company and its Subsidiaries (except to the extent repaid in
cash) in such Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of this covenant. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the greatest of (x) the net book value of such Investments at the time
of such designation, (y) the Fair Market Value of such Investments at the time
of such designation and (z) the original Fair Market Value of such Investments
at the time they were made. Such designation will only be permitted if such
Restricted Payment would be permitted at such time.

            The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Subsidiary; PROVIDED that such designation shall
be deemed to be an incurrence of Indebtedness by a Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 9(b) hereof and (ii) no Default or Event of Default would be in
existence following such designation.

            (b) Incurrence of Indebtedness and Issuance of Disqualified Stock or
Preferred Stock.

            (i) The Company and its Subsidiaries shall not, directly or
      indirectly, create, incur, issue, assume, guarantee or otherwise become
      directly or indirectly liable for the payment of (collectively, "incur"
      and, correlatively, "incurred" and "incurrence") any Indebtedness
      (including, without limitation, Acquired Debt) and

            (ii) The Company and its Subsidiaries shall not issue any
      Disqualified Stock or any Preferred Stock (other than Series H Preferred
      Stock pursuant to this Certificate of Designation and the Note Purchase
      Agreement),

PROVIDED, HOWEVER, that the Company and/or any of its Subsidiaries may incur
Indebtedness (including, without limitation, Acquired Debt) or issue shares of
Disqualified Stock or any Preferred Stock if, after giving effect to the
incurrence of such Indebtedness or the issuance of such Disqualified Stock or
Preferred Stock, the Consolidated Cash Flow Leverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of such incurrence or
issuance does not exceed 5.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had
been issued, as the case may be, at the beginning of such four-quarter period.
If the Company incurs any Indebtedness or issues or redeems any Preferred Stock
or

<Page>
                                                                              30


Disqualified Stock subsequent to the commencement of the period for which such
ratio is being calculated but prior to the event for which the calculation of
the ratio is made, then the ratio will be calculated giving pro forma effect to
any such incurrence of Indebtedness, or such issuance or redemption of
Disqualified Stock or Preferred Stock as if the same had occurred at the
beginning of the applicable period. In making such calculation on a pro forma
basis, interest attributable to Indebtedness bearing a floating interest rate
shall be computed as if the rate in effect on the date of computation had been
the applicable rate for the entire period.

            The foregoing limitation will not apply to (with each exception to
be given independent effect):

            (a) the incurrence by the Company and/or any of its Subsidiaries of
Indebtedness under the Credit Facility;

            (b) the incurrence by the Company and/or any of its Subsidiaries of
Vendor Indebtedness; PROVIDED that the aggregate amount of such Vendor
Indebtedness incurred does not exceed 80% of the total cost of the
Telecommunications Related Assets financed therewith (or 100% of the total cost
of the Telecommunications Related Assets financed therewith if such Vendor
Indebtedness was extended for the purchase of tangible physical assets and was
so financed by the vendor thereof or an affiliate of such vendor);

            (c) the incurrence by the Company and/or any of its Subsidiaries of
the Existing Indebtedness, including the Notes;

            (d) the incurrence by the Company and/or any of its Subsidiaries of
Indebtedness in an aggregate amount not to exceed $50.0 million at any one time
outstanding;

            (e) the incurrence by the Company of Indebtedness or Preferred Stock
in an aggregate principal amount not to exceed 2.0 times the net cash proceeds
received by the Company after June 30, 1996 from the issuance and sale of Equity
Interests of the Company plus the fair market value of Equity Interests (other
than Disqualified Stock) issued in connection with any acquisition of any
Telecommunications Business;

            (f) the incurrence by the Company and/or any of its Subsidiaries of
Acquired Debt in connection with any acquisition of any Telecommunications
Business in an amount not to exceed $50.0 million;

            (g) the incurrence (a "PERMITTED REFINANCING") by the Company and/or
any of its Subsidiaries of Indebtedness issued in exchange for, or the proceeds
of which are used to refinance, replace, refund or defease ("REFINANCE" and
correlatively, "REFINANCED" and "REFINANCING") Indebtedness (or the incurrence
of Preferred Stock or Disqualified

<Page>
                                                                              31


Stock to Refinance Preferred Stock or Disqualified Stock, as the case may be),
other than Indebtedness incurred pursuant to clause (a) above, but only to the
extent that:

            (1) the net proceeds of such Refinancing Indebtedness or Refinancing
      Capital Stock, as the case may be, does not exceed the principal amount of
      and premium, if any, and accrued interest on the Indebtedness so
      Refinanced (or if such Indebtedness was issued at an original issue
      discount, the original issue price plus amortization of the original issue
      discount at the time of the repayment of such Indebtedness) or the
      liquidation preference of the Capital Stock so Refinanced plus the fees,
      expenses and costs of such Refinancing and reasonable prepayment premiums,
      if any, in connection therewith;

            (2) the Refinancing Indebtedness or the Refinancing Capital Stock,
      as the case may be, shall have a final maturity no earlier than, and a
      Weighted Average Life to Maturity equal to or greater than, the final
      maturity and Weighted Average Life to Maturity of the Indebtedness or
      Capital Stock being Refinanced; and

            (3) if the Capital Stock being Refinanced is subordinated in right
      of payment to the Series H Preferred Stock, the Refinancing Capital Stock
      shall be subordinated in right of payment to the Series H Preferred Stock
      on terms at least as favorable to the holders of the Series H Preferred
      Stock as those contained in the documentation governing the Capital Stock
      being so Refinanced;

            (h) the incurrence by the Company or any of its Subsidiaries of
intercompany Indebtedness between or among the Company and any of its
Subsidiaries;

            (i) the incurrence by the Company or any of its Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate or foreign currency risk with respect to any floating rate
Indebtedness that is permitted by the terms of this Certificate of Designation
to be outstanding;

            (j) the incurrence by the Company of additional Indebtedness under
the Note Purchase Agreement; and

            (k) the incurrence by the Company of Junior Securities that are not
Disqualified Stock.

            For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets
the criteria of more than one of the categories described in clauses (a) through
(j) above or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item in any
manner that complies with this covenant and such item will be treated as having
been incurred pursuant to only one of such clauses or

<Page>
                                                                              32


pursuant to the first paragraph herein. Accrual of interest or dividends, the
accretion of accreted value or liquidation preference and the payment of
interest or dividends in the form of additional Indebtedness, common stock or
Preferred Stock shall not be deemed to be an incurrence of Indebtedness or
issuance of Disqualified Stock or Preferred Stock for purposes of this covenant.

            (c) Dividend and Other Payment Restrictions Affecting Subsidiaries.

            The Company and its Subsidiaries shall not, directly or indirectly,
create or otherwise cause to become effective any consensual encumbrance or
restriction on the ability of any Subsidiary to:

            (i) pay dividends or make any other distributions to the Company or
      any of its Subsidiaries on its Capital Stock or with respect to any other
      interest or participation in, or measured by, its profits, or pay any
      Indebtedness owed to the Company or any of its Subsidiaries;

            (ii) make loans or advances to the Company or any of its
      Subsidiaries; or

            (iii) transfer any of its properties or assets to the Company or any
      of its Subsidiaries;

except for such encumbrances or restrictions existing as of the Issue Date or
under or by reason of:

            (a) Existing Indebtedness;

            (b) applicable law;

            (c) any instrument governing Acquired Debt as in effect at the time
      of acquisition (except to the extent such Indebtedness was incurred in
      connection with, or in contemplation of, such acquisition), which
      encumbrance or restriction is not applicable to any Person, or the
      properties or assets of any Person, other than the Person, or the property
      or assets of the Person, so acquired;

            (d) by reason of customary non-assignment provisions in leases
      entered into in the ordinary course of business and consistent with past
      practices;

            (e) Indebtedness or Preferred Stock in respect of a Permitted
      Refinancing, provided that the restrictions contained in the agreements
      governing such Refinancing Indebtedness or Refinancing Capital Stock are
      not materially more restrictive than those contained in the agreements
      governing the Indebtedness or Capital Stock being refinanced;

<Page>
                                                                              33


            (f) with respect to clause (iii) above, purchase money obligations
      for property acquired in the ordinary course of business, Vendor
      Indebtedness incurred in connection with the purchase or lease of
      Telecommunications Related Assets or performance bonds or similar security
      for performance which liens securing such obligations do not cover any
      asset other than the asset acquired or, in the case of performance bonds
      or similar security for performance, the assets associated with the
      Company's performance;

            (g) Indebtedness incurred under clause (a) of the Section 9(b)
      hereof;

            (h) this Certificate of Designation and the Series H Preferred
      Stock;

            (i) the Note Purchase Agreement and the Notes, the Senior Note
      Indentures and the Existing Senior Notes, the Senior Subordinated Note
      Indenture and the Existing Senior Subordinated Notes, or future
      Indebtedness with substantially similar restrictions, if any, to the
      Notes, Existing Senior Notes or the Existing Senior Subordinated Notes.

            (j) in the case of clauses (a), (c), (e), (g), (h) and (i) above,
      any amendments, modifications, restatements, renewals, increases,
      supplements, refundings, replacements or refinancings thereof; PROVIDED
      that such amendments, modifications, restatements, renewals, increases,
      supplements, refundings, replacements or refinancings are not materially
      more restrictive with respect to such dividend and other payment
      restrictions than those contained in such instruments as in effect on the
      date of their incurrence or, if later, the Issue Date.

            (d) Merger, Consolidation or Sale of Assets.

            With the exception of the Merger, the Company shall not consolidate
or merge with or into (whether or not the Company is the surviving entity), or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to, another corporation, Person or entity unless:

            (i) the Company is the surviving entity or the entity or Person
      formed by or surviving any such consolidation or merger (if other than the
      Company) or to which such sale, assignment, transfer, lease, conveyance or
      other disposition has been made is a corporation organized or existing
      under the laws of the United States, any state thereof or the District of
      Columbia;

            (ii) the entity or Person formed by or surviving any such
      consolidation or merger (if other than the Company) or the entity or
      Person to which such sale, assignment, transfer, lease, conveyance or
      other disposition has been made (the

<Page>
                                                                              34


      "SURVIVING PERSON") assumes all the obligations of the Company under the
      Series H Preferred Stock;

            (iii) immediately after such transaction no Default or Event of
      Default exists;

            (iv) if the holders of at least 85% of the common stock of the
      Surviving Person immediately after such transaction are not, directly or
      indirectly, the same as the holders of the common stock of the Company
      immediately prior to such transaction, the Surviving Person, at the time
      of such transaction after giving pro forma effect thereto as if such
      transaction had occurred at the beginning of the applicable fiscal quarter
      (including any Indebtedness incurred or anticipated to be incurred in
      connection with or in respect of such transaction or series of
      transactions), either (A) could incur at least $1.00 of additional
      Indebtedness pursuant to the Consolidated Cash Flow Leverage Ratio test
      described under Section 9(b) hereof or (B) would have (x) Total Market
      Capitalization of at least $1.0 billion and (y) total Indebtedness (net of
      cash and cash equivalents that are not restricted cash or restricted cash
      equivalents as reflected on the Company's consolidated balance sheet as at
      the time of such event) in an amount no greater than 40% of its Total
      Market Capitalization; and

            (v) such transaction would not result in the loss, material
      impairment or adverse modification or amendment of any authorization or
      license of the Company or its Subsidiaries that would have a material
      adverse effect on the business or operations of the Company and its
      Subsidiaries taken as a whole.

            (e) Transactions with Affiliates.

            The Company and its Subsidiaries shall not sell, lease, transfer or
otherwise dispose of any of their respective properties or assets to, or
purchase any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless:

            (i) such Affiliate Transaction is on terms that are no less
      favorable to the Company or the relevant Subsidiary than those that would
      have been obtained in a comparable transaction by the Company or such
      Subsidiary with an unrelated Person; and

            (ii) such Affiliate Transaction is approved by a majority of the
      disinterested directors on the Board of Directors of the Company;

PROVIDED that

<Page>
                                                                              35


            (a) transactions pursuant to any employment, stock option or stock
      purchase agreement entered into by the Company or any of its Subsidiaries,
      or any grant of stock, in the ordinary course of business that are
      approved by the Board of Directors of the Company,

            (b) transactions between or among the Company and its Subsidiaries,

            (c) transactions permitted by the provisions of this Certificate of
      Designation described above under Section 9(a) hereof, and

            (d) loans and advances to employees and officers of the Company or
      any of its Subsidiaries in the ordinary course of business in an aggregate
      principal amount not to exceed $1.0 million at any one time outstanding,

      shall not be deemed Affiliate Transactions.

            (f) Reports.

            In the event the Company is not required or shall cease to be
required to file annual and quarterly reports pursuant to Section 13(a) or 15(d)
of the Exchange Act (SEC REPORTS"), the Company will nevertheless continue to
file such reports with the Commission (unless the Commission will not accept
such a filing). Whether or not required by the Exchange Act to file SEC Reports
with the Commission, so long as any shares of Series H Preferred Stock are
outstanding, the Company will furnish copies of the SEC Reports to the holders
of Series H Preferred Stock at the time the Company is required to make such
information available to investors who request it in writing.

            (g) Asset Sales.

            The Company and its Subsidiaries shall not, whether in a single
transaction or a series of related transactions occurring within any
twelve-month period,

            (i) sell, lease, convey, dispose or otherwise transfer any assets
      (including by way of a Sale and Leaseback Transaction) other than sales,
      leases, conveyances, dispositions or other transfers (A) in the ordinary
      course of business, (B) to the Company by any Subsidiary of the Company or
      from the Company to any Subsidiary of the Company, (C) that constitute a
      Restricted Payment, Investment or dividend or distribution permitted under
      Section 9(a) hereof or (D) that constitute the disposition of all or
      substantially all of the assets of the Company pursuant to Section 9(d)
      hereof or

<Page>
                                                                              36


            (ii) issue or sell Equity Interests in any of its Subsidiaries
      (other than an issuance or sale of Equity Interests of any such Subsidiary
      to the Company or a Subsidiary of the Company),

if, in the case of either (i) or (ii) above, in a single transaction or a series
of related transactions occurring within any twelve-month period, such assets or
securities:

            (x) have a Fair Market Value in excess of $2.0 million; or

            (y) are sold or otherwise disposed of for net proceeds in excess of
      $2.0 million (each of the foregoing, an "ASSET SALE"), unless:

                  (a) no Default or Event of Default exists or would occur as a
            result thereof;

                  (b) the Company, or such Subsidiary, as the case may be,
            receives consideration at the time of such Asset Sale at least equal
            to the Fair Market Value, of the assets or securities issued or sold
            or otherwise disposed of; and

                  (c) except with respect to an Asset Sale constituting the
            issuance or sale of Equity Interests in the Web Hosting Subsidiary,
            at least 75% of the consideration therefor received by the Company
            or such Subsidiary is in the form of cash; PROVIDED, HOWEVER, that
            (A) the amount of (x) any liabilities (as shown on the Company's or
            such Subsidiary's most recent balance sheet or in the notes
            thereto), of the Company or any Subsidiary of the Company (other
            than liabilities that are by their terms subordinated to the Notes)
            that are assumed by the transferee of any such assets and (y) any
            notes, obligations or other securities received by the Company or
            any such Subsidiary from such transferee that are immediately
            converted by the Company or such Subsidiary into cash, shall be
            deemed to be cash (to the extent of the cash received in the case of
            subclause (y)) for purposes of this clause (c); and (B) an amount
            equal to the Fair Market Value (determined as set forth in clause
            (b) above) of (1) Telecommunications Related Assets received by the
            Company or any such Subsidiary from the transferee that will be used
            by the Company or any such Subsidiary in the operation of a
            Telecommunications Business in the United States and (2) the Voting
            Stock of any Person engaged in the Telecommunications Business in
            the United States received by the Company or any such Subsidiary
            (provided that such Voting Stock is converted to cash within 270
            days or such Person concurrently becomes or is a Subsidiary of the
            Company) shall be deemed to be cash for purposes of this clause (c).

<Page>
                                                                              37


            The foregoing provisions shall not apply to a sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company, which shall be governed by Section 9(d) hereof.

            10. [INTENTIONALLY OMITTED.]

            11. AMENDMENT. This Certificate of Designation shall not be amended,
either directly or indirectly, or through merger or consolidation with another
entity, in any manner that would alter or change the powers, preferences or
special rights of the Series H Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Series H Preferred Stock, voting separately as a class.

            12. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required
by law, the shares of Series H 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 resolution (as such resolution may be
amended from time to time) and in the Certificate of Incorporation. The shares
of Series H Preferred Stock shall have no preemptive or subscription rights.

            13. 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.

            14. SEVERABILITY OF PROVISIONS. If any voting powers, preferences
and relative, participating, optional and other special rights of the Series H
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 H 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 H 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 H 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 H Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed herein.

            15. FORM OF SERIES H PREFERRED STOCK. The shares of Series H
Preferred Stock will be issued in the form of registered definitive certificates
(the "CERTIFICATED

<Page>
                                                                              38


SECURITIES"). Upon such issuance, the Company shall register such Certificated
Securities in the name of, and cause the same to be delivered to, the purchaser
thereof (or the nominee of the purchaser). Each Certificated Security will bear
a legend to the following effect, unless the Company determines otherwise in
compliance with applicable law (the "RESTRICTED SHARES LEGEND"):

      "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
      SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
      BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
      OTHERWISE TRANSFERRED, ONLY (1) IN ACCORDANCE WITH AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (2) TO THE COMPANY OR (3)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
      ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
      EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
      SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
      ABOVE."

            16. PAYMENT. (a) The Company shall maintain (i) an office or agency
where shares of Series H Preferred Stock may be presented for payment (the
"PAYING AGENT") and (ii) a Registrar, which shall be an office or an agency
where shares of Series H Preferred Stock may be presented for transfer. The
Company may appoint the Registrar and the Paying Agent and may appoint one or
more additional paying agents in such other locations as it shall determine. The
Company may change any Paying Agent without prior notice to any holder. The
Company shall notify the Registrar of the name and address of any Paying Agent
appointed by the Company. If the Company fails to appoint or maintain another
entity as Paying Agent, the Registrar shall act as such. Notwithstanding the
foregoing, the Company or any of its Affiliates may act as Paying Agent,
Registrar or coregistrar.

            (b) Neither the Company nor the Registrar shall be required (A) to
issue, countersign or register the transfer of or exchange any share of Series H
Preferred Stock during a period beginning at the opening of business 15 days
before any Mandatory Redemption Date (as defined under Section 5(a)) and ending
at the close of business on

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such Mandatory Redemption Date or (B) to register the transfer of or exchange
any share of Series H Preferred Stock selected for redemption.

            (c) If shares of Series H Preferred Stock are issued upon the
transfer, exchange or replacement of shares of Series H Preferred Stock bearing
the Restricted Shares Legend, or if a request is made to remove such Restricted
Shares Legend on shares of Series H Preferred, the shares of Series H Preferred
Stock so issued shall bear the Restricted Shares Legend, unless the holders of
such shares shall request such Restricted Shares Legend be removed, and outside
counsel for such holders provides the Company with a written opinion
satisfactory to the Company that the transfer of such shares is no longer
restricted by the Securities Act.

            (d) Each holder of a share of Series H Preferred Stock agrees to
indemnify the Company and the Registrar against any liability that directly
results from the transfer, exchange or assignment by such holder of such
holder's share of Series H Preferred Stock in violation of any provision of this
Certificate of Designation and/or applicable Federal or state securities law;
PROVIDED, HOWEVER, that such indemnity shall not apply to acts of wilful
misconduct or gross negligence on the part of the Company or the Registrar, as
the case may be.

            (e) Payments due on the shares of Series H Preferred Stock shall be
payable at the office or agency of the Paying Agent maintained for such purpose
in The City Of New York and at any other office or agency maintained by the
Paying Agent for such purpose. If any such payment is in cash, it shall be
payable in United States dollars by wire transfer of immediately available funds
(provided that appropriate wire instructions have been received by the Paying
Agent at least 15 days prior to the applicable date of payment) to a United
States dollar account maintained by the holder with, a bank located in New York
City; PROVIDED that, if there are ever more than 10 holders of Series H
Preferred Stock, at the option of the Company payment of dividends in cash may
be made by check mailed to the address of the person entitled thereto as such
address shall appear in the Series H Preferred Share Register; and PROVIDED
FURTHER that any payment to a holder in excess of $100,000 shall be made by wire
transfer of immediately available funds at the request of such holder.

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                                                                       EXHIBIT C

The Certificate of Designation of the Company for the Junior Preferred Stock
shall be as follows:

            SECTION 1. DESIGNATION AND AMOUNT. There shall be a series of the
Preferred Stock which shall be designated as the "Junior Preferred Stock", par
value $1.00 per share, and the number of shares constituting such series shall
be 70,750. The liquidation value of the Junior Preferred Stock shall be $100,000
per share (the "Liquidation Value"). 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 that of the shares then outstanding.

            Capitalized terms used herein but not defined shall have the
meanings assigned to them in Section 2.

            SECTION 2. DEFINITIONS. As used herein, the following terms shall
have the following meanings (including the plural as well as the singular)
unless the context otherwise requires:

            "Board of Directors" means either the board of directors of the
      Company or the executive or any other committee of that board duly
      authorized to act in respect hereof or any person to whom such authority
      has been duly delegated.

            "Certificate of Incorporation" means the Restated Certificate of
      Incorporation of the Company, as amended from time to time.

            "Common Stock" means the common stock, par value $0.01 per share, of
      the Company.

            "Company" means Intermedia Communications Inc., a Delaware
      corporation.

            "DGCL" means the General Corporation Law of the State of Delaware.

            "including" means including without limitation.

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                                                                               2


            "Junior Securities" means all classes of common stock of the
      Company.

            "Junior Preferred Stock" means a series of junior preferred stock,
      par value $1.00 per share, of the Company having the voting powers,
      preferences, liquidation value and relative, participating, optional and
      other special rights, and qualifications, limitations and restrictions as
      set forth herein.

            "Liquidation Value" has the meaning specified in Section 1.

            "Officer" means the Chairman of the Board of Directors, the
      President, any Vice President, the Treasurer, the Secretary or any
      Assistant Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers.

            "Opinion of Counsel" means a written opinion from legal counsel
      acceptable to the holder of the Junior Preferred Stock. The counsel may be
      an employee of or counsel to the Company.

            "Parity Securities" means any additional shares of Junior Preferred
      stock issued by the Company in the future and any other class of capital
      stock or series of preferred stock issued by the Company in the future and
      any other class of capital stock or series of preferred stock issued by
      the Company established after the date hereof by the Board of Directors,
      the terms of which expressly provide that such class or series will rank
      on a parity with the Junior Preferred Stock as to dividend distributions
      and distributions upon the liquidation, winding-up and dissolution of the
      Company.

            "Quarterly Dividend Payment Date" means each regular quarterly
      dividend payment date as established by the Board of Directors.

            "Senior Securities" means (a) any class of preferred stock, the
      terms of which expressly provide that such preferred stock ranks senior to
      any other class of capital stock the terms of which do not expressly
      provide that such class of capital stock

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                                                                               3


      ranks senior to or on a parity with such preferred stock as to dividend
      distributions and distributions upon liquidation, winding-up and
      dissolution of the Company and (b) each other class of capital stock or
      series of preferred stock established after the date hereof by the Board
      of Directors, the terms of which do not expressly provide that it ranks
      junior to or on a parity with the Junior Preferred Stock as to dividend
      distributions and distributions upon liquidation, winding-up and
      dissolution of the Company.

            "Successor Company" has the meaning specified in Section 8(a).

            SECTION 3. RANKING. The Junior Preferred Stock shall rank, with
respect to dividend distributions and distributions upon the liquidation
(voluntary or otherwise), winding-up and dissolution of the Company, (a) senior
to all Junior Securities; (b) on a parity with any Parity Securities; and (c)
junior to all Senior Securities.

            SECTION 4. DIVIDENDS AND DISTRIBUTIONS. (a) GENERAL. Subject to the
rights of the holders of any Senior Securities, the holders of shares of Junior
Preferred Stock, in preference to the holders of Junior Securities, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, quarterly dividends payable in cash on any
regular quarterly dividend payment date as shall be established by the Board of
Directors (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 of Junior Preferred Stock, in an amount per share
determined from time to time by the Board of Directors. The Board of Directors
may, in accordance with applicable law, 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 such number of days prior to the date fixed for the payment thereof as may
be allowed by applicable law.

            (b) PAYMENTS TO JUNIOR SECURITIES. So long as any shares of Junior
Preferred Stock are outstanding, the Company will not:

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                                                                               4


            (i) declare, pay or set apart for payment on any Junior Securities
      any dividends, other than pay-in-kind dividends or distributions paid in
      shares of, or options, warrants or rights to subscribe for or purchase
      shares of Junior Securities, or declare or make any other distribution on
      the Junior Securities;

            (ii) redeem, purchase or otherwise acquire any Junior Securities for
      any consideration, directly or indirectly except by conversion into or
      exchange for Junior Securities; or

            (iii) pay or make available any monies for a sinking fund for the
      redemption of any Junior Securities, unless,

                  (A) in the case of clause (i) above, the Company declares and
            pays, or sets apart for payment a sum sufficient for the payment of,
            a dividend on the Junior Preferred Stock in an amount per share
            equal to the dividend paid on such Junior Security, and

                  (B) in the case of clauses (ii) and (iii) above, the Company
            sets apart an amount in cash for redemption, purchase or other
            acquisition of the Junior Preferred Stock in an amount equal to the
            amount of the payment to redeem, purchase or otherwise acquire such
            Junior Securities.

The foregoing provisions will not prohibit the redemption, purchase or other
acquisition of any shares of Common Stock for purposes of any of the Company's
or its subsidiaries' employee benefit or incentive plans.

            SECTION 5. VOTING RIGHTS. The holders of shares of Junior Preferred
Stock shall have the following voting rights:

            (a) Each share of Junior Preferred Stock shall entitle the holder
thereof to one-tenth of one vote on all matters submitted to a vote of the
stockholders of the Company.

            (b) Except as otherwise provided herein, in the Certificate of
Incorporation, or by law, the holders of shares of Junior Preferred Stock, the
holders of shares of

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                                                                               5


Common Stock, and the holders of shares of any other capital stock of the
Company having general voting rights, shall vote together as one class on all
matters submitted to a vote of stockholders of the Company.

            (c) Except as otherwise set forth herein or in the Certificate of
Incorporation, and except 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.

            SECTION 6. REACQUIRED SHARES. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. The Company shall
cause all such shares upon their cancellation to be authorized but unissued
shares of Junior Preferred Stock which may be reissued as part of a new series
of Junior Preferred Stock, subject to the conditions and restrictions on
issuance set forth herein.

            SECTION 7. LIQUIDATION RIGHTS. The holders of shares of Junior
Preferred Stock shall have the following liquidation rights:

            (a) VOLUNTARY, INVOLUNTARY LIQUIDATION. Subject to the rights of the
holders of any shares of Senior Securities, upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, each holder of shares of
Junior Preferred Stock will be entitled to, before any distribution shall be
made to the holders of shares of Junior Securities (either as to dividends or
upon liquidation, dissolution or winding up), an amount equal to the Liquidation
Value per share of Junior Preferred Stock held by such holder, plus accrued and
unpaid dividends, if any, to the date fixed for such liquidation (voluntary or
otherwise), dissolution or winding up of the Company. Following the payment of
the full amount of the Liquidation Value, plus accrued and unpaid dividends, if
any, on the date fixed for such liquidation (voluntary or otherwise),
dissolution or winding up of the Company, no additional distributions shall be
made to the holders of shares of Junior Preferred Stock and the holders of
Junior Securities shall be entitled to receive all remaining assets of the

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                                                                               6


Company according to their respective rights and preferences.

            (b) PARTIAL PAYMENT. In the event there are not sufficient assets
available to permit payment in full of the Liquidation Value and the liquidation
values of all other classes or series of capital stock, if any, which constitute
Parity Securities, then such remaining assets shall be distributed ratably to
the holders of such Parity Securities in proportion to their respective
liquidation values, plus accrued and unpaid dividends, if any, to which each is
entitled.

            (c) MERGER, CONSOLIDATION AND SALE OF ASSETS NOT LIQUIDATION. For
purposes of this Section 7, the merger or consolidation of the Company with any
other corporation, including a merger in which the holders of Junior Preferred
Stock receive cash or property for their shares, or the sale of substantially
all of the assets of the Company, shall not constitute a liquidation (voluntary
or otherwise), dissolution or winding up of the Company.

            SECTION 8. CONSOLIDATION, MERGER, ETC. (a) The Company may not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any person unless: (i) the successor,
transferee or lessee (if not the Company) (the "Successor Company") is organized
and existing under the laws of the United States of America or any State thereof
or the District of Columbia; (ii) the shares of Junior Preferred Stock shall be
converted into or exchanged for and shall become shares of such successor,
transferee or lessee, having in respect of such successor, transferee or lessee
the same powers, liquidation value and relative participating, optional or other
special rights and the qualifications, limitations or restrictions thereon, the
Junior Preferred Stock had immediately prior to such transaction; and (iii) the
Company delivers to the holders of the Junior Preferred Stock an Officers'
Certificate and an Opinion of Counsel stating that such consolidation, merger or
transfer complies with this Certificate of Designations.

            (b) The Successor Company shall be the successor to the Company and
shall succeed to, and be substituted for,

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                                                                               7


and may exercise every right and power of, the Company under the Junior
Preferred Stock, but the predecessor Company in the case of a

conveyance, transfer or lease shall not be released from the obligations with
respect to the Junior Preferred Stock.

            SECTION 9. OTHER RIGHTS. The Junior Preferred Stock shall not have
any voting powers, preferences, liquidation value or relative, participating,
optional or other special rights, or qualifications, limitations or restrictions
thereof, other than as set forth herein or in the Certificate of Incorporation.

            SECTION 10. REDEMPTION. The shares of Junior Preferred Stock shall
not be redeemable at the option of the Company or any holder thereof.
Notwithstanding the foregoing sentence, the Company may acquire shares of Junior
Preferred Stock in any other manner permitted by law, the provisions hereof and
the Certificate of Incorporation.

            SECTION 11. AMENDMENT. The provisions hereof and the Certificate of
Incorporation shall not be amended in any manner which would adversely affect
the rights, privileges or powers of the Junior Preferred Stock without, in
addition to any other vote of the stockholders required by law, the affirmative
vote of the holders of two-thirds or more of the outstanding shares of Junior
Preferred Stock, voting together as a single class.

            SECTION 12. FRACTIONAL SHARES. Junior Preferred Stock may be not be
issued in fractions of a share.