<PAGE> 1
Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
CERTIFICATE OF INCORPORATION
e.spire Communications, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That on June 8, 2000, at a telephonic meeting of the Board of
Directors of e.spire Communications, Inc. resolutions were duly adopted setting
forth a proposed amendment to the *Certificate of Designation of the
Certificate of Incorporation of said corporation, the proposed amendment is as
follows:
WHEREAS, the Board of Directors of e.spire Communications, Inc. (the
"Corporation") desires to amend the Certifictae of Designation (the
"Certificate") and the resolution of the Board of Directors of the Corporation
contained therein as filed with the Secretary of State of Delaware on March 3,
2000; and
WHEREAS, all of the holders of the Series A Convertible Preferred Stock
of the Corporation have consented to the proposed amendment;
NOW THEREFORE, be it RESOLVED, that the Certificate be amended as
follows:
The reference to "100 days" in Section 3(h) of the Certificate shall be
amended to read "150 days"; and
RESOLVED, that the officers of the Corporation be, and each of them
acting alone hereby is, authorized and empowered, to execute and file said
amendment to the Certificate with the Secretary of State of Delaware.
SECOND: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said e.spire Communications, Inc. has caused this
certificate to be signed by Juliette Williams Pryor, its Secretary, this 12th
day of June, 2000.
/s/ Juliette Pryor
------------------
By: Juliette Williams Pryor
Secretary
