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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KMC TELECOM HOLDINGS, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
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KMC TELECOM HOLDINGS, INC., a corporation organized and existing under
and by virtue of General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That the name of the Corporation is KMC TELECOM HOLDINGS, INC.
SECOND: That the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of Delaware on September 17,
1997, and that an Amended and Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware at
12:00 p.m. on September 22, 1997, and that a Certificate of Amendment of the
Amended and Restated Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware at 10:00 a.m. on November
5, 1997, and that a Certificate of Amendment of the Certificate of Incorporation
was filed with the Secretary of State of the State of Delaware at 9:30 a.m. on
February 4, 1999, and that a Certificate of Amendment of the Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware at
3:30 p.m. on April 30, 1999, and that a Certificate of Correction to correct
Certificate of Amendment of the Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware at 11:45 a.m. on May 6, 1999.
THIRD: That the Board of Directors of the Corporation, by unanimous
written consent in lieu of meeting, has adopted resolutions proposing that the
Amended and Restated Certificate of Incorporation of the Corporation be further
amended. The stockholders of the Corporation have duly approved such amendments
by written consent in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware. The resolutions setting forth the
amendments are as follows:
RESOLVED, that Article FOURTH, Section A of the
Amended and Restated Certificate of Incorporation of the
Corporation be amended by amending and restating the first
sentence thereof to read as follows:
"The total number of shares of all classes of capital
stock which the Corporation shall have the authority
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to issue is 7,950,000, consisting of 4,250,000 shares
of Common Stock with a par value of $0.01 per share
("Common Stock") and 3,700,000 shares of Preferred
Stock with a par value of $0.01 per share ("Preferred
Stock").";
FURTHER RESOLVED, that Article EIGHTH of the Amended
and Restated Certificate of Incorporation of the Corporation
be deleted in its entirety; and
FURTHER RESOLVED, that Article NINTH of the Amended
and Restated Certificate of Incorporation of the Corporation
be deleted in its entirety.
IN WITNESS WHEREOF, KMC TELECOM HOLDINGS, INC. has caused this
certificate to be duly executed by its Executive Vice President this 7th day of
July, 2000.
KMC TELECOM HOLDINGS, INC.
By: /s/ William H. Stewart
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Name: William H. Stewart
Title: Executive Vice President
