AMENDED AND RESTATED CERTIFICATE
                                OF INCORPORATION

                                       OF

                               ACG HOLDINGS, INC.



                                    ARTICLE 1
                                      NAME

         SECTION 1.01.  Name.  The name of the corporation is ACG Holdings, Inc.
(the "Corporation").



                                    ARTICLE 2
                     REGISTERED OFFICE AND REGISTERED AGENT

         SECTION 2.01. Office and Agent. The address of the registered office of
the Corporation in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of the
registered agent of the Corporation at such address is The Corporation Trust
Company.



                                    ARTICLE 3
                                CORPORATE PURPOSE

         SECTION 3.01. Purpose. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware (the "General Corporation
Law").






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                                    ARTICLE 4
                                 CAPITALIZATION

         SECTION 4.01. Authorized Capital. The total number of shares of capital
stock that the Corporation shall have authority to issue is five million eight
hundred sixty eight thousand forty six (5,868,046), of which five million eight
hundred fifty two thousand two hundred twenty three (5,852,223) shall be shares
of Common Stock, par value $.01 per share (the "Common Stock"), and fifteen
thousand eight hundred twenty three (15,823) shall be shares of preferred stock,
par value $.01 per share (the "Preferred Stock").

         Shares of the Preferred Stock may be issued from time to time in one or
more classes or series, each of which class or series shall have such
distinctive designation or title as shall be fixed by the board of directors of
the Corporation (the "Board of Directors") prior to the issuance of any shares
thereof. Each such class or series of the Preferred Stock shall have such voting
powers, full or limited, or no voting powers, and such other relative rights,
powers and preferences, including, without limitation, the dividend rate,
conversion rights, if any, redemption price and liquidation preference, and such
qualifications, limitations or restrictions thereof, as shall be stated in such
resolution or resolutions providing for the issuance of such class or series of
the Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to the authority
hereby expressly vested in the Board of Directors, all in accordance with the
laws of the State of Delaware. The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law.

         Effective upon filing of this Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware ("Effective
Time"):

          (i) each outstanding share of Series A Preferred Stock, par value $.01
         per share of the Corporation (the "Series A Preferred Stock"), shall,
         without any action on the part of the holder thereof, be reclassified
         as, and converted into, 0.9175131 fully paid and nonassessable shares
         of Series AA Preferred Stock, par value $.01 of the Corporation; and

         (ii) each outstanding share of Series B Preferred Stock, par value $.01
         per share of the Corporation (the "Series B Preferred Stock"), shall,
         without any action on the part of the holder thereof, be reclassified
         as, and


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<PAGE>


         converted into, 0.9175131 fully paid and nonassessable shares
         of Series BB Preferred Stock, par value $.01 of the Corporation.

         For purposes of this Amended and Restated Certificate of Incorporation,
the Series A Preferred Stock and the Series B Preferred Stock are sometimes
hereafter collectively referred to as the "Previously Issued Preferred Stock".

         As of the Effective Time, each holder of shares of Previously Issued
Preferred Stock shall, upon surrender to the Corporation of a certificate or
certificates representing such shares, be entitled to receive from the
Corporation that number of shares of Series AA Preferred Stock or Series BB
Preferred Stock (as the case may be) calculated as set forth in paragraphs (i)
and (ii) above. Until so surrendered, each such certificate shall, after the
date hereof, represent for all purposes, only the right to receive that number
of shares of Preferred Stock as so calculated. After the date hereof, there
shall be no further registration of transfers of shares of Previously Issued
Preferred Stock.

         SECTION 4.02. Stock. The following is a description of each of the
classes of capital stock which the Corporation shall have authority to issue,
with the designations, preferences, voting powers and participating, optional or
other special rights and the qualifications, limitations or restrictions
thereof:

          (a) Series AA Preferred Stock. Four thousand thirty eight (4,038)
shares of the Preferred Stock of the Corporation shall be designated "Series AA
Preferred Stock".

                  (i)   Dividends.

                       (A) The holders of outstanding shares of Series AA
                  Preferred Stock, as a group, shall be entitled to receive,
                  when, as and if declared by the Board of Directors, at its
                  sole discretion, out of assets legally available for such
                  purpose, cash distributions equal, in the aggregate, to the
                  Series AA Initial Investment. Upon the payment of all
                  distributions required by this Section 4.02(a)(i)(A), the
                  holders of shares of Series AA Preferred Stock shall not be
                  entitled to receive any further dividends or distributions
                  from the Corporation.

                       (B) So long as any shares of Series AA Preferred Stock
                  are outstanding, the Corporation shall not pay or declare or
                  set aside for payment any dividend or distribution payable in
                  cash, evidences of indebtedness, assets or property other than
                  cash, or capital stock of the Corporation ranking equally with
                  or senior to


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<PAGE>


                  the Series AA Preferred Stock in respect of dividends or
                  distributions, or make any other distribution on any Common
                  Stock or any other class or series of stock of the Corporation
                  ranking junior to the Series AA Preferred Stock in respect of
                  dividends or distributions, unless the Corporation has paid,
                  or at the same time pays or provides for the payment of, all
                  distributions on the outstanding shares of Series AA Preferred
                  Stock required by Section 4.02(a)(i)(A). Until all such
                  distributions have been paid in full, all dividends declared
                  and paid on the shares of Series AA Preferred Stock and
                  Series BB Preferred Stock shall be declared and paid pro
                  rata based on the then applicable Series AA Threshold Amount
                  and Series BB Threshold Amount.

                       (C) All distributions made to the holders of Series AA
                  Preferred Stock pursuant to this Section 4.02(a)(i) shall be
                  evenly divided among all outstanding shares of Series AA
                  Preferred Stock at the time each such distribution is made.

                  (ii) Conversion.

                       (A) Each outstanding share of Series AA Preferred Stock
                  may be converted, at the option of the holder thereof, into
                  fully paid and nonassessable shares of Common Stock, at the
                  times, using the conversion ratios and subject to the
                  conditions set forth in Sections 4.02(a)(ii)(B) and
                  4.02(a)(ii)(C), subject to, and upon compliance with, the
                  provisions of this Section 4.02(a)(ii).

                       (B) In the event the Corporation effects an Initial
                  Public Offering, the holders of the Series AA Preferred Stock
                  shall have the right, at any time and from time to time
                  thereafter, to convert any or all of their outstanding shares
                  of Series AA Preferred Stock into such number of shares of
                  Common Stock per share of Series AA Preferred Stock as is
                  obtained by dividing (x) the number obtained by dividing (I)
                  the then applicable Series AA Threshold Amount by (II) the
                  price per share of the Common Stock sold by the Corporation in
                  the Initial Public Offering as set forth in the final
                  amendment to the registration statement therefor by (y) the
                  number of shares of Series AA Preferred Stock outstanding
                  immediately prior to the Initial Public Offering.

                       (C) In the event that MSLEF II and the MSCP Entities
                  shall, collectively, exercise their rights under Section 3.08
                  of the Stockholders' Agreement, the holders of the Series AA
                  Preferred


                                       4

<PAGE>


                  Stock shall have the right, at the time of the sale
                  contemplated by Section 3.08 of the Stockholders' Agreement,
                  to convert any or all of their outstanding shares of Series AA
                  Preferred Stock into such number of shares of Common Stock per
                  share of Series AA Preferred Stock as is obtained by dividing
                  (x) the number obtained by dividing (I) the then applicable
                  Series AA Threshold Amount by (II) the per share price
                  received by MSLEF II and the MSCP Entities for their Common
                  Stock in the sale contemplated by Section 3.08 of the
                  Stockholders' Agreement by (y) the number of shares of Series
                  AA Preferred Stock outstanding immediately prior to the sale
                  contemplated by Section 3.08 of the Stockholders' Agreement.

                       (D) Each conversion of a share or shares of Series AA
                  Preferred Stock into a share or shares of Common Stock shall
                  be effected by the surrender of the certificate or
                  certificates evidencing the share or shares of Series AA
                  Preferred Stock to be converted (for purposes of this Section
                  4.02(a)(ii)(D), the "Converting Shares"), duly assigned to the
                  Corporation or endorsed in blank, at the principal office of
                  the Corporation (or such other office or agency of the
                  Corporation as the Corporation may designate by written notice
                  to the holders of Series AA Preferred Stock) at any time
                  during its usual business hours, together with written notice
                  by the holder of such Converting Shares, stating that such
                  holder desires to convert the Converting Shares, or a stated
                  number of the shares evidenced by such certificate or
                  certificates, into the number of shares of Common Stock into
                  which such shares may be converted (for purposes of this
                  Section 4.02(a)(ii)(D), the "Converted Shares"). Such notice
                  shall also state the name or names (with addresses) and
                  denominations in which the certificate or certificates
                  evidencing Converted Shares are to be issued and shall include
                  instructions for the delivery thereof. Promptly after such
                  surrender and the receipt of such written notice, the
                  Corporation shall issue and deliver, in accordance with the
                  surrendering holder's instructions, the certificate or
                  certificates evidencing the Converted Shares issuable upon
                  such conversion, and the Corporation shall deliver to the
                  converting holder a certificate (which shall bear such legends
                  as were set forth on the surrendered certificate or
                  certificates) evidencing any shares of Series AA Preferred
                  Stock which were evidenced by the certificate or certificates
                  that were delivered to the Corporation in connection with such
                  conversion, but which were not converted. Such conversion, to
                  the extent permitted by law, shall be deemed to have


                                       5

<PAGE>


                  been effected as of the close of business on the date on
                  which such certificate or certificates shall have been
                  surrendered and such notice shall have been received by the
                  Corporation (for purposes of this Section 4.02(a)(ii), the
                  "Conversion Date"), and at such time the rights of the
                  holder of Converting Shares as such holder shall cease, and
                  the person or persons in whose name or names the certificate
                  or certificates evidencing the Converted Shares are to be
                  issued upon such conversion shall be deemed to have become
                  the holder or holders of record of the Converted Shares.
                  Upon issuance of Converted Shares in accordance with this
                  Section 4.02(a)(ii)(D), such Converted Shares shall be
                  deemed to be duly authorized, validly issued, fully paid and
                  nonassessable.

                       (E) Upon each conversion of shares of Series AA Preferred
                  Stock into shares of Common Stock pursuant to the provisions
                  of Sections 4.02(a)(ii)(B) and 4.02(a)(ii)(C) the following
                  adjustments shall also be made:

                                (1) The Series AA Initial Investment shall be
                           reduced by an amount equal to the product of (x) the
                           Series AA Initial Investment as of the applicable
                           Conversion Date and (y) a fraction, the numerator of
                           which shall be the total number of shares of Series
                           AA Preferred Stock which shall have been converted
                           into Common Stock on such Conversion Date and the
                           denominator of which shall be the total number of
                           shares of Series AA Preferred Stock outstanding
                           immediately prior to such conversion; and

                                (2) the Series AA Threshold Amount shall be
                           reduced by an amount equal to the product of (x) the
                           Series AA Threshold Amount as of the applicable
                           Conversion Date and (y) a fraction, the numerator of
                           which shall be the total number of shares of Series
                           AA Preferred Stock which shall have been converted
                           into Common Stock on such Conversion Date and the
                           denominator of which shall be the total number of
                           shares of Series AA Preferred Stock outstanding
                           immediately prior to such conversion.

                       (F) The Corporation shall at all times reserve and keep
                  available out of its authorized but unissued shares of Common
                  Stock or its treasury shares, solely for the purpose of
                  issuance upon the conversion of shares of Series AA Preferred
                  Stock, four million thirty eight thousand (4,038,000) shares
                  of Common Stock. The


                                       6

<PAGE>


                  Corporation shall take all such corporate and other actions
                  as from time to time may be necessary to insure that there
                  is an adequate number of shares of Common Stock authorized
                  but unissued or held as treasury shares to allow the
                  conversion of all outstanding shares of Series AA Preferred
                  Stock.

                  (iii) Liquidation. Until such time as the holders of shares of
         Series AA Preferred Stock shall have received an amount equal to the
         Series AA Initial Investment from the distributions provided for in
         Section 4.02(a)(i)(A), upon the occurrence of a Liquidation Event, all
         amounts available for payment or distribution to Stockholders shall,
         subject to the right of the holders of shares of Series BB Preferred
         Stock to the prior payment in full of an amount equal to the Series BB
         Threshold Amount as of the date of such Liquidation Event, be paid to
         the holders of shares of Series AA Preferred Stock in an amount equal
         to the Series AA Threshold Amount as of the date of such Liquidation
         Event. After payment in cash to holders of shares of Series AA
         Preferred Stock of the full preferential amount as aforesaid, holders
         of the shares of Series AA Preferred Stock shall, as such, have no
         right or claim to any of the remaining assets of the Corporation.

                  (iv) Voting Rights. Except as otherwise required by law, the
         shares of Series AA Preferred Stock shall not have any voting powers,
         either general or special.

                  (v)   Redemption.

                       (A) At such time as the Corporation shall have made all
                  of the distributions required by Section 4.02(a)(i)(A), the
                  Board of Directors may at any time thereafter and from time to
                  time thereafter, redeem, in whole or in part, the outstanding
                  shares of Series AA Preferred Stock at a redemption price per
                  share equal to the par value per share of the Series AA
                  Preferred Stock. In the event fewer than all the outstanding
                  shares of Series AA Preferred Stock are to be redeemed at any
                  one time pursuant to this Section 4.02(a)(v), the number of
                  shares of Series AA Preferred Stock to be redeemed shall be
                  determined by the Board of Directors and the shares to be
                  redeemed shall be selected pro rata or by lot, as may be
                  determined by the Board of Directors. From and after the date
                  fixed for each such redemption, the shares of Series AA
                  Preferred Stock so redeemed shall no longer be deemed to be
                  outstanding and all rights of the holders of such shares of
                  Series AA Preferred Stock as such holders shall cease, except
                  for the right to receive


                                       7

<PAGE>


                  from the Corporation the amount payable upon redemption of the
                  shares to be redeemed, without interest.

                       (B) As soon as reasonably practicable after the date of
                  redemption of the Series AA Preferred Stock, the Corporation
                  shall provide each holder of record of certificates evidencing
                  shares of Series AA Preferred Stock to be redeemed (1) a
                  letter of transmittal (which shall specify that delivery shall
                  be effected, and risk of loss and title to the certificates
                  formerly evidencing shares of Series AA Preferred Stock shall
                  pass, only upon proper delivery of such certificates to the
                  Corporation and shall be in customary form) and (2)
                  instructions for use in effecting the surrender of the
                  certificates formerly evidencing shares of Series AA Preferred
                  Stock in exchange for the redemption price. Each holder of
                  certificates evidencing shares of Series AA Preferred Stock to
                  be redeemed shall surrender such certificate or certificates,
                  duly assigned to the Corporation or endorsed in blank and
                  accompanied by the letter of transmittal, at the principal
                  office of the Corporation (or such other office or agency of
                  the Corporation as the Corporation may designate in the letter
                  of transmittal) at the times specified in the letter of
                  transmittal, together with written notice by the holder of
                  such certificate, stating the name or names (with addresses)
                  to whom payment for the shares of Series AA Preferred Stock to
                  be redeemed shall be made. Promptly after such surrender and
                  the receipt of such written notice, the Corporation shall pay
                  the redemption price for the shares of Series AA Preferred
                  Stock to be redeemed and, in the event that fewer than all of
                  the shares of Series AA Preferred Stock evidenced by any
                  certificate are redeemed, issue and deliver, in accordance
                  with the surrendering holder's instructions, a new certificate
                  or certificates evidencing the shares of Series AA Preferred
                  Stock not so redeemed.

                  (vi) Ranking. Until such time as the Corporation has made all
         of the distributions required by Section 4.02(a)(i)(A), the Series AA
         Preferred Stock shall rank (A) junior as to liquidation rights to the
         Series BB Preferred Stock; (B) pari passu with the Series BB Preferred
         Stock as to dividends and distributions; and (C) senior as to
         dividends and distributions to any other class or series of capital
         stock of the Corporation other than the Series BB Preferred Stock. At
         such time as the Corporation has made all of the distributions
         required by Section 4.02(a)(i)(A), the Series AA Preferred Stock shall
         have no further preferences and shall rank pari passu with the Series
         BB Preferred Stock and junior to all other classes and series of
         capital stock of the Corporation.


                                       8

<PAGE>


                  (vii) No Other Rights. The shares of the Series AA Preferred
         Stock shall not have any relative, participating, optional or other
         special rights other than as set forth in this Certificate of
         Incorporation.

          (b) Series BB Preferred Stock. One thousand seven hundred eighty five
(1,785) shares of the Preferred Stock of the Corporation shall be designated
"Series BB Preferred Stock".

                  (i)   Dividends.

                       (A) The holders of outstanding shares of Series BB
                  Preferred Stock, as a group, shall be entitled to receive,
                  when, as and if declared by the Board of Directors, at its
                  sole discretion, out of assets legally available for such
                  purpose, cash distributions equal, in the aggregate, to the
                  Series BB Initial Investment. Upon the payment of all
                  distributions required by this Section 4.02(b)(i)(A), the
                  holders of shares of Series BB Preferred Stock shall not be
                  entitled to receive any further dividends or distributions
                  from the Corporation.

                       (B) So long as any shares of Series BB Preferred Stock
                  are outstanding, the Corporation shall not pay or declare or
                  set aside for payment any dividend or distribution payable in
                  cash, evidences of indebtedness, assets or property other than
                  cash, or capital stock of the Corporation ranking equally with
                  or senior to the Series BB Preferred Stock in respect of
                  dividends or distributions, or make any other distribution on
                  any Common Stock or any other class or series of stock of the
                  Corporation ranking junior to the Series BB Preferred Stock in
                  respect of dividends or distributions, unless the Corporation
                  has paid, or at the same time pays or provides for the payment
                  of, all distributions on the outstanding shares of Series BB
                  Preferred Stock required by Section 4.02(b)(i)(A). Until all
                  such distributions have been paid in full, all dividends
                  declared and paid on the shares of Series AA Preferred Stock
                  and Series BB Preferred Stock shall be declared and paid pro
                  rata based on the then applicable Series AA Threshold Amount
                  and Series BB Threshold Amount.

                       (C) All distributions made to the holders of Series BB
                  Preferred Stock pursuant to this Section 4.02(b)(i) shall be
                  evenly divided among all outstanding shares of Series BB
                  Preferred Stock at the time each such distribution is made.


                                       9

<PAGE>


                  (ii) Conversion.

                       (A) Each outstanding share of Series BB Preferred Stock
                  may be converted, at the option of the holder thereof, into
                  fully paid and nonassessable shares of Common Stock, at the
                  times, using the conversion ratios and subject to the
                  conditions set forth in Sections 4.02(b)(ii)(B) and
                  4.02(b)(ii)(C), subject to, and upon compliance with, the
                  provisions of this Section 4.02(b)(ii).

                       (B) In the event the Corporation effects an Initial
                  Public Offering, the holders of Series BB Preferred Stock
                  shall have the right, at any time and from time to time
                  thereafter, to convert any or all of their outstanding shares
                  of Series BB Preferred Stock into such number of shares of
                  Common Stock per share of Series BB Preferred Stock as is
                  obtained by dividing (x) the number obtained by dividing (I)
                  the then applicable Series BB Threshold Amount by (II) the
                  price per share of the Common Stock sold by the Corporation in
                  the Initial Public Offering as set forth in the final
                  amendment to the registration statement therefor by (y) the
                  number of shares of Series BB Preferred Stock outstanding
                  immediately prior to the Initial Public Offering.

                       (C) In the event that MSLEF II and the MSCP Entities
                  shall, collectively, exercise their rights under Section 3.08
                  of the Stockholders' Agreement, the holders of the Series BB
                  Preferred Stock shall have the right, at the time of the sale
                  contemplated by Section 3.08 of the Stockholders' Agreement,
                  to convert any or all of their outstanding shares of Series BB
                  Preferred Stock into such number of shares of Common Stock per
                  share of Series BB Preferred Stock as is obtained by dividing
                  (x) the number obtained by dividing (I) the then applicable
                  Series BB Threshold Amount by (II) the per share price
                  received by MSLEF II and the MSCP Entities for their Common
                  Stock in the sale contemplated by Section 3.08 of the
                  Stockholders' Agreement by (y) the number of shares of Series
                  BB Preferred Stock outstanding immediately prior to the sale
                  contemplated by Section 3.08 of the Stockholders' Agreement.

                       (D) Each conversion of a share or shares of Series BB
                  Preferred Stock into a share or shares of Common Stock shall
                  be effected by the surrender of the certificate or
                  certificates evidencing the share or shares of Series BB
                  Preferred Stock to be converted


                                       10

<PAGE>


                  (for purposes of this Section 4.02(b)(ii)(D), the
                  "Converting Shares"), duly assigned to the Corporation or
                  endorsed in blank, at the principal office of the Corporation
                  (or such other office or agency of the Corporation as the
                  Corporation may designate by written notice to the holders of
                  Series BB Preferred Stock) at any time during its usual
                  business hours, together with written notice by the holder of
                  such Converting Shares, stating that such holder desires to
                  convert the Converting Shares, or a stated number of the
                  shares evidenced by such certificate or certificates, into the
                  number of shares of Common Stock into which such shares may be
                  converted (for purposes of this Section 4.02(b)(ii)(D), the
                  "Converted Shares"). Such notice shall also state the name or
                  names (with addresses) and denominations in which the
                  certificate or certificates evidencing Converted Shares are to
                  be issued and shall include instructions for the delivery
                  thereof. Promptly after such surrender and the receipt of such
                  written notice, the Corporation shall issue and deliver, in
                  accordance with the surrendering holder's instructions, the
                  certificate or certificates evidencing the Converted Shares
                  issuable upon such conversion, and the Corporation shall
                  deliver to the converting holder a certificate (which shall
                  bear such legends as were set forth on the surrendered
                  certificate or certificates) evidencing any shares of Series
                  BB Preferred Stock which were evidenced by the certificate or
                  certificates that were delivered to the Corporation in
                  connection with such conversion, but which were not converted.
                  Such conversion, to the extent permitted by law, shall be
                  deemed to have been effected as of the close of business on
                  the date on which such certificate or certificates shall have
                  been surrendered and such notice shall have been received by
                  the Corporation (for purposes of this Section 4.02(b)(ii), the
                  "Conversion Date"), and at such time the rights of the holder
                  of Converting Shares as such holder shall cease, and the
                  person or persons in whose name or names the certificate or
                  certificates evidencing the Converted Shares are to be issued
                  upon such conversion shall be deemed to have become the holder
                  or holders of record of the Converted Shares. Upon issuance of
                  Converted Shares in accordance with this Section
                  4.02(b)(ii)(D), such Converted Shares shall be deemed to be
                  duly authorized, validly issued, fully paid and nonassessable.

                       (E) Upon each conversion of shares of Series BB Preferred
                  Stock into shares of Common Stock pursuant to the provisions
                  of Sections 4.02(b)(ii)(B) and 4.02(b)(ii)(C) the following
                  adjustments shall also be made:


                                       11

<PAGE>


                                (1) the Series BB Initial Investment shall be
                           reduced by an amount equal to the product of (x) the
                           Series BB Initial Investment as of the applicable
                           Conversion Date and (y) a fraction, the numerator of
                           which shall be the total number of shares of Series
                           BB Preferred Stock which shall have been converted
                           into Common Stock on such Conversion Date and the
                           denominator of which shall be the total number of
                           shares of Series BB Preferred Stock outstanding
                           immediately prior to such conversion; and

                                (2) the Series BB Threshold Amount shall be
                           reduced by an amount equal to the product of (x) the
                           Series BB Threshold Amount as of the applicable
                           Conversion Date and (y) a fraction, the numerator of
                           which shall be the total number of shares of Series
                           BB Preferred Stock which shall have been converted
                           into Common Stock on such Conversion Date and the
                           denominator of which shall be the total number of
                           shares of Series BB Preferred Stock outstanding
                           immediately prior to such conversion.

                       (F) The Corporation shall at all times reserve and keep
                  available out of its authorized but unissued shares of Common
                  Stock or its treasury shares, solely for the purpose of
                  issuance upon the conversion of shares of Series BB Preferred
                  Stock, one million seven hundred eighty five thousand
                  (1,785,000) shares of Common Stock. The Corporation shall take
                  all such corporate and other actions as from time to time may
                  be necessary to insure that there is an adequate number of
                  shares of Common Stock authorized but unissued or held as
                  treasury shares to allow the conversion of all outstanding
                  shares of Series BB Preferred Stock.

                  (iii) Liquidation. Until such time as the holders of shares of
         Series BB Preferred Stock shall have received an amount equal to the
         Series BB Initial Investment from the distributions provided for in
         Section 4.02(b)(i)(A), upon the occurrence of a Liquidation Event, all
         amounts available for payment or distribution to Stockholders shall
         first be paid to the holders of shares of Series BB Preferred Stock in
         an amount equal to the Series BB Threshold Amount as of the date of
         such Liquidation Event. After payment in cash to holders of shares of
         Series BB Preferred Stock of the full preferential amount as
         aforesaid, holders of the shares of Series BB Preferred Stock shall,
         as such, have no right or claim to any of the remaining assets of the
         Corporation.


                                       12

<PAGE>


                  (iv) Voting Rights. Except as otherwise required by law, the
         shares of Series BB Preferred Stock shall not have any voting powers,
         either general or special.

                  (v) Redemption.

                       (A) At such time as the Corporation shall have made all
                  of the distributions required by Section 4.02(b)(i)(A), the
                  Board of Directors may at any time thereafter and from time to
                  time thereafter, redeem, in whole or in part, the outstanding
                  shares of Series BB Preferred Stock at a redemption price per
                  share equal to the par value per share of the Series BB
                  Preferred Stock. In the event fewer than all the outstanding
                  shares of Series BB Preferred Stock are to be redeemed at any
                  one time pursuant to this Section 4.02(b)(v), the number of
                  shares of Series BB Preferred Stock to be redeemed shall be
                  determined by the Board of Directors and the shares to be
                  redeemed shall be selected pro rata or by lot, as may be
                  determined by the Board of Directors. From and after the date
                  fixed for each such redemption, the shares of Series BB
                  Preferred Stock so redeemed shall no longer be deemed to be
                  outstanding and all rights of the holders of such shares of
                  Series BB Preferred Stock as such holders shall cease, except
                  for the right to receive from the Corporation the amount
                  payable upon redemption of the shares to be redeemed, without
                  interest.

                       (B) As soon as reasonably practicable after the date of
                  redemption of the Series BB Preferred Stock, the Corporation
                  shall provide each holder of record of certificates evidencing
                  shares of Series BB Preferred Stock to be redeemed (1) a
                  letter of transmittal (which shall specify that delivery shall
                  be effected, and risk of loss and title to the certificates
                  formerly evidencing shares of Series BB Preferred Stock shall
                  pass, only upon proper delivery of such certificates to the
                  Corporation and shall be in customary form) and (2)
                  instructions for use in effecting the surrender of the
                  certificates formerly evidencing shares of Series BB Preferred
                  Stock in exchange for the redemption price. Each holder of
                  certificates evidencing shares of Series BB Preferred Stock to
                  be redeemed shall surrender such certificate or certificates,
                  duly assigned to the Corporation or endorsed in blank and
                  accompanied by the letter of transmittal, at the principal
                  office of the Corporation (or such other office or agency of
                  the Corporation as the Corporation may designate in the letter
                  of transmittal) at the times specified in the


                                       13

<PAGE>



                  letter of transmittal, together with written notice by the
                  holder of such certificate, stating the name or names (with
                  addresses) to whom payment for the shares of Series BB
                  Preferred Stock to be redeemed shall be made. Promptly after
                  such surrender and the receipt of such written notice, the
                  Corporation shall pay the redemption price for the shares of
                  Series BB Preferred Stock to be redeemed and, in the event
                  that fewer than all of the shares of Series BB Preferred
                  Stock evidenced by any certificate are redeemed, issue and
                  deliver, in accordance with the surrendering holder's
                  instructions, a new certificate or certificates evidencing
                  the shares of Series BB Preferred Stock not so redeemed.

                  (vi) Ranking. Until such time as the Corporation has made all
         of the distributions required by Section 4.02(b)(i)(A), the Series BB
         Preferred Stock shall rank (A) senior as to liquidation rights to any
         other class or series of capital stock of the Corporation; (B) pari
         passu with the Series AA Preferred Stock as to dividends and
         distributions; and (C) senior as to dividends and distributions to any
         other class or series of capital stock of the Corporation other than
         the Series AA Preferred Stock. At such time as the Corporation has
         made all of the distributions required by Section 4.02(b)(i)(A), the
         Series BB Preferred Stock shall have no further preferences and shall
         rank pari passu with the Series AA Preferred Stock and junior to all
         other classes and series of capital stock of the Corporation.

                  (vii) No Other Rights. The shares of the Series BB Preferred
         Stock shall not have any relative, participating, optional or other
         special rights other than as set forth in this Certificate of
         Incorporation.

         (c)   Common Stock.

                  (i) Dividends. Subject to all the rights of the holders of
         shares of Series AA Preferred Stock, Series BB Preferred Stock and the
         rights, as determined by the Board of Directors, of any other series
         or class of Preferred Stock that may hereafter be issued, such
         dividends or distributions as may be determined by the Board of
         Directors, at its sole discretion, may from time to time be declared
         and paid or made upon the Common Stock out of assets legally available
         for such purpose.

                  (ii) Liquidation. The holders of shares of the Common Stock
         shall be entitled to share ratably upon the occurrence of a Liquidation
         Event in all assets of the Corporation, if any, remaining after payment
         in turn to the holders of shares of the Series BB Preferred Stock, the
         Series


                                       14

<PAGE>



         AA Preferred Stock and of any other series or class of Preferred Stock
         that may hereafter be issued of any preferential amounts to which they
         may be entitled.

                  (iii) Voting. Except as otherwise required by law, each
         outstanding share of Common Stock shall be entitled to one vote on
         each matter on which Stockholders of the Corporation or the holders of
         Common Stock shall be entitled to vote.

         (d) No New Issuances. To the extent that shares of Series AA Preferred
Stock or Series BB Preferred Stock have been converted into shares of Common
Stock pursuant to Section 4.02(a)(ii) or 4.02(b)(ii), respectively, or redeemed
pursuant to Section 4.02(a)(v) or 4.02(b)(v), respectively, the Corporation
shall be prohibited from issuing additional shares of Series AA Preferred Stock
or Series BB Preferred Stock, as the case may be, without the consent of
Stockholders holding at least a majority of the then outstanding shares of
Common Stock.

         (e) Definitions. For purposes of this Section 4.02:

                  (i) "Initial Public Offering" means an initial public offering
         of Common Stock by the Corporation pursuant to an effective
         registration statement under the Securities Act of 1933, as amended.

                  (ii) "Liquidation Event" means any payment or distribution of
         assets or securities of the Corporation, as the case may be, of any
         kind or character, whether in cash, property or securities, upon any
         dissolution or winding up or total or partial liquidation,
         reorganization or marshalling of assets of the Corporation, whether
         voluntary or involuntary or in bankruptcy, insolvency, receivership or
         other proceedings, except that neither the consolidation nor the
         merger of the Corporation with or into any other corporation or
         corporations, nor the sale or transfer by the Corporation of all or
         any part of its assets, shall be deemed to be a Liquidation Event.

                  (iii) "Management Agreements" means the Management Equity
         Agreements, dated as of April 8, 1993, as amended from time to time,
         between the Corporation and each of the following individuals: James
         T. Sullivan, Stephen Dyott, Bryan Richardson, Paul Moschetti, John
         Hendrickson and Marshall Johns.

                  (iv) "MSCP Entities" means, collectively, Morgan Stanley
         Capital Partners III, L.P., Morgan Stanley Capital Investors, L.P. and
         MSCP III 892 Investors, L.P., each a Delaware limited partnership.


                                       15

<PAGE>


                  (v) "MSLEF II" means The Morgan Stanley Leveraged Equity Fund
         II, L.P., a Delaware limited partnership.

               (vi) "Preferred Stock Option Plan" means the Company's Preferred
         Stock Option Plan.

                  (vii) "Series AA Initial Investment" means $40,000,000 plus
         any amounts received by the Company upon the exercise of options on
         Series AA Preferred Stock from time to time through the date of
         determination of such amount less (i) the aggregate cash distributions
         made on the shares of Series AA Preferred Stock in connection with
         partial liquidations of the Corporation and (ii) the aggregate cash
         amount of any repurchases of shares of Series AA Preferred Stock by the
         Corporation pursuant to Section 4 of the Management Agreements or
         Section 9 of the Preferred Stock Option Plan, as adjusted pursuant to
         Section 4.02(a)(ii)(E).

                  (viii) "Series AA Threshold Amount" means $40,000,000 plus any
         amounts received by the Company upon the exercise of options on Series
         AA Preferred Stock from time to time through the date of determination
         of such amount less an amount equal to (i) aggregate cash
         distributions made on the shares of Series AA Preferred Stock pursuant
         to Section 4.02(a)(i)(A), (ii) aggregate cash distributions made on
         the shares of Series AA Preferred Stock in connection with partial
         liquidations of the Corporation and (iii) the aggregate cash amount of
         any repurchases of shares of Series AA Preferred Stock by the
         Corporation pursuant to Section 4 of the Management Agreements or
         Section 9 of the Preferred Stock Option Plan, as adjusted pursuant to
         Section 4.02(a)(ii)(E); provided that the Series AA Threshold Amount
         shall never be a negative amount.

                  (ix) "Series BB Initial Investment" means $17,500,000 plus any
         amounts received by the Company upon the exercise of options on Series
         BB Preferred Stock from time to time through the date of determination
         of such amount less (i) the aggregate cash distributions made on the
         shares of Series BB Preferred Stock in connection with partial
         liquidations of the Corporation and (ii) the aggregate cash amount of
         any repurchases of shares of Series BB Preferred Stock by the
         Corporation pursuant to Section 9 of the Preferred Stock Option Plan,
         as adjusted pursuant to Section 4.02(b)(ii)(E).

                  (x) "Series BB Threshold Amount" means $17,500,000 plus any
         amounts received by the Company upon the exercise of options on


                                       16

<PAGE>


         Series BB Preferred Stock from time to time through the date of
         determination of such amount less an amount equal to (i) aggregate
         cash distributions made on the shares of Series BB Preferred Stock
         pursuant to Section 4.02(b)(i)(A), (ii) aggregate cash distributions
         made on the shares of Series BB Preferred Stock in connection with
         partial liquidations of the Corporation and (iii) the aggregate cash
         amount of any repurchases of shares of Series BB Preferred Stock by
         the Corporation pursuant to Section 9 of the Preferred Stock Option
         Plan, as adjusted pursuant to Section 4.02(b)(ii)(E); provided that
         the Series BB Threshold Amount shall never be a negative amount.

                  (xi) "Stockholder" means any holder of record of any share of
         Series AA Preferred Stock, Series BB Preferred Stock, Common Stock or
         other class or series of common stock or Preferred Stock of the
         Corporation.

                  (xii) "Stockholders' Agreement" means the Amended and Restated
         Stockholders' Agreement, dated as of August 14, 1995, as amended from
         time to time, among the Corporation and the stockholders named
         therein.



                                    ARTICLE 5
                                    DIRECTORS

         SECTION 5.01. Directors. (a) Elections of directors of the Corporation
need not be by written ballot, except and to the extent provided in the By-laws
of the Corporation.

          (b) To the fullest extent permitted by the General Corporation Law as
it now exists and as it may hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.


                                    ARTICLE 6
                                 INDEMNIFICATION

         SECTION 6.01. Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or


                                       17

<PAGE>


agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

          (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to Sections 6.01(a) and 6.01(b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith. If such director, officer, employee or agent is not wholly
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 6.01(a) and 6.01(b), but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such action, suit or proceeding, he shall be indemnified against
expenses (including attorneys' fees)


                                       18

<PAGE>


actually and reasonably incurred by him in connection with each successfully
resolved claim, issue or matter. For purposes of this Section 6.01, and without
limitation, the termination of any claim, issue or matter in any action, suit or
proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, action or matter.

          (d) Any indemnification under Sections 6.01(a) and 6.01(b) (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such Sections 6.01(a) and 6.01(b).
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders of the Corporation.

          (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation authorized in this Article 6. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other sections of this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

          (g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Section 145 of the General Corporation
Law. The Corporation shall not be liable under this Article 6 to make any
payment of amounts otherwise indemnifiable


                                       19

<PAGE>


hereunder if and to the extent that a person indemnified hereunder has otherwise
actually received any payment under any such insurance policy.

          (h) Notwithstanding any other provision of this Article 6, to the
extent that any director, officer, employee or agent of the Corporation is, by
reason of his being a director, officer, employee or agent of the Corporation or
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise and is serving in such capacity at the
request of the Corporation, a witness in any action, suit or proceeding, he
shall be indemnified against all expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

          (i) For purposes of this Article 6, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article 6 with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

         (j) For purposes of this Article 6, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
services as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
6.

         (k) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 6 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       20

<PAGE>


          (l) In the event of any payment by the Corporation under this Article
6, the Corporation shall be subrogated to the extent of such payment to all of
the rights of recovery of any person indemnified hereunder, who shall execute
all papers required and take all action necessary to secure such rights,
including, without limitation, execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

          (m) The rights of indemnification and for any person indemnified
hereunder to receive advancement of any expenses as provided by this Article 6
shall not be deemed exclusive of any other rights to which such indemnified
person may at any time be entitled under applicable law, this Certificate of
Incorporation, the By-laws of the Corporation, any agreement, a vote of the
stockholders of the Corporation, a resolution of the Board of Directors or
otherwise. No amendment, alteration or repeal of this Article 6 or of any
provision hereof shall be effective as to any person indemnified hereunder with
respect to any action taken or omitted to be taken by such indemnified person in
his capacity as a director, officer, employee or agent of the Corporation, or as
a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust or other enterprise that he is serving at the request of
the Corporation, prior to such amendment, alteration or repeal.

          (n) If any provision of this Article 6 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Article 6 (including,
without limitation, each portion of any Section of this Article 6 containing any
such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this Article
6 (including, without limitation, each portion of any Section of this Article 6
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

         (o) Notwithstanding any provision of this Article 6 to the contrary, no
person shall be entitled to indemnification or advancement of expenses under
this Article 6 with respect to any action, suit or proceeding, or any claim
therein, brought or made by him against the Corporation.


                                       21

<PAGE>


                                    ARTICLE 7
                                 REORGANIZATION

         SECTION 7.01. Compromise or Arrangement. 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 Title 8 of the
Delaware Code 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 Title 8 of the Delaware Code, 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, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.



                                    ARTICLE 8
                                    AMENDMENT

         SECTION 8.01. Amendment. The Corporation reserves the right to amend,
alter, change or repeal any provision of this Certificate of Incorporation, in
the manner now or hereafter prescribed by law, and all rights conferred on
stockholders in this Certificate of Incorporation are subject to this
reservation.

         This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 242 and 245 of the General
Corporation Law of the State of Delaware.

         The Board of Directors of the Corporation approved the Corporation's
Amended and Restated Certificate of Incorporation as set forth herein pursuant
to resolutions of the Board of Directors effective as of December 15, 1997.


                                       22

<PAGE>


         The holders of the outstanding shares of Series A Preferred Stock,
Series B Preferred Stock and Common Stock, voting together and each such class
voting separately as a class, having at least a majority of all votes
attributable to such shares and entitled to be voted, acting by written consent
pursuant to Section 228(a) of the General Corporation Law of the State of
Delaware, approved the Amended and Restated Certificate of Incorporation as set
forth herein as of January 16, 1998 and prompt notice of the taking of such
corporate action without a meeting by less than unanimous written consent was
given to those stockholders that did not consent in writing as required by
Section 228(d) of the General Corporation Law of the State of Delaware.




                                            ACG HOLDINGS, INC.


                                            By: /s/ Timothy M. Davis
                                               ---------------------------------
                                               Name:  Timothy M. Davis
                                               Title: Senior Vice President and
                                               General Counsel






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