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Exhibit 3.1
AMENDMENT NO. 2 TO THE
SERIES A CONVERTIBLE STOCK
CERTIFICATE OF DESIGNATION
This AMENDMENT NO. 2, dated as of September 19, 2000, to the
Certificate of Designation (the "CERTIFICATE") relating to the Series A
Convertible Preferred Stock of e.spire Communications, Inc. (the "COMPANY").
WITNESSETH:
WHEREAS, the Company has entered into those certain Purchase
Agreements dated March 1, 2000 (the "PURCHASE AGREEMENTS"; capitalized terms
defined therein being used herein as defined therein), with each of (i) The Huff
Alternative Income Fun, L.P. ("HUFF"), (ii) Greenwich Street Capital Partners
II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street
Employees Fund, L.P. and TRV Executive Fund, L.P. (together, "GREENWICH STREET")
and (iii) the Honeywell International Inc. Master Retirement Fund ("HONEYWELL",
together with Huff and Greenwich Street, the "Investors");
WHEREAS, in connection with the Purchase Agreements, the
Company filed the Certificate with the Secretary of State of the State of
Delaware (the "SECRETARY");
WHEREAS, the Company and the Investors (constituting all of
the holders of the Series A Convertible Preferred Stock) wish to, and have
consented to, amend certain provisions of the Certificate as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the
agreements contained herein, it is hereby agreed to amend the Certificate as
follows:
1. To delete the reference to the "AT&T Facility" from the
definition of "Secured Credit Facility" in Section 1 thereof.
2. To change the references to Section "8(h)" in the last
sentence of Section 6(h) thereof to "6(h)."
3. To change the clause in Section 7(c)(ii) thereof reading "as
additional dividends (as defined in the certificate of designation with respect
to the 14.75% Preferred Stock)" to read "any Additional Dividends (as defined in
the certificate of designation with respect to the 14.75% Preferred Stock))".
4. To change the clause in Section 7(c)(ii) thereof reading "as
additional dividends (as defined in the certificate of designation with respect
to the 12.75% Preferred Stock)" to read "any Additional Dividends (as defined in
the certificate of designation with respect to the 12.75% Preferred Stock))".
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5. To change the reference to clause (iii) in the proviso at the
end of Section 7(c) thereof to a reference to clause (iv).
6. To change the word "or" at the end of Section 8(b)(ii) thereof
to read "and".
This Amendment No. 2 shall be filed with the Secretary and
shall become effective as of the date hereof.
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Executed at _________________________ on the nineteenth day of
September, 2000.
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George F. Schmitt
Acting Chief Executive Officer and
Chairman
Attest:
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Juliette Pryor
Secretary
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