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                                                                     Exhibit 2.2


                                 TCI MUSIC, INC.

                           CERTIFICATE OF DESIGNATIONS

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

                      SETTING FORTH A COPY OF A RESOLUTION
                      CREATING AND AUTHORIZING THE ISSUANCE
                    OF A SERIES OF PREFERRED STOCK DESIGNATED
                    AS "SERIES A CONVERTIBLE PREFERRED STOCK"
                        ADOPTED BY THE BOARD OF DIRECTORS
                               OF TCI MUSIC, INC.

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


         The undersigned, President and Secretary, respectively, of TCI Music,
Inc., a Delaware corporation (the "Corporation"), hereby certify that the Board
of Directors duly adopted the following resolutions creating a series of
preferred stock designated as "Series A Convertible Preferred Stock":

         "BE IT RESOLVED that, pursuant to authority expressly granted by the
provisions of the Certificate of Incorporation of this Corporation, the Board of
Directors hereby creates and authorizes the issuance of a series of preferred
stock, par value $.01 per share, of this Corporation, to consist of __________
shares, and hereby fixes the designations, dividend rights, voting powers,
rights on liquidation and other preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions of the shares of such series (in addition to the designations,
preferences and relative, participating, limitations or restrictions thereof set
forth in the Certificate of Incorporation that are applicable to preferred stock
of all series or to all stock) as follows:

         1. DESIGNATION. The designation of the series of preferred stock, par
value $.01 per share, of this Corporation authorized hereby is "Series A
Convertible Preferred Stock" (the "Series A Convertible Preferred Stock").

         2. CERTAIN DEFINITIONS. Unless the context otherwise requires, the
terms defined in this Section 2 shall have the meanings herein specified:




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         BOARD OF DIRECTORS: The Board of Directors of this Corporation and any
authorized committee thereof.

         BUSINESS DAY: Any day other than a Saturday, a Sunday or a day on which
banking Iinstitutions in Denver, Colorado are required or authorized to be
closed.

         CAPITAL STOCK: Any and all shares, interests, participations or other
equivalents (however designated) of corporate stock of this Corporation.

         CLOSING PRICE: For any security on any Business Day, (a) the last
reported sale price, regular way, of such security (or, if no reported sale
takes place on that day, the average of the reported closing bid and asked
prices, regular way) on the composite tape, or if such security is not quoted on
the composite tape, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which such
security is listed or admitted to trading, (b) if such security is not listed or
admitted to trading on any such exchange, the last reported sale price (or the
average of the quoted closing bid and asked prices if there were no reported
sales) as reported by NASDAQ or any comparable system, or (c) if such security
is not quoted on NASDAQ or any comparable system, the average of the closing bid
and asked prices as furnished by any member of the National Association of
Securities Dealers, Inc. selected from time to time by this Corporation.

         COMMON STOCK: The Series A Common Stock and Series B Common Stock.

         CONVERSION RATE: As defined in Section 5(b).

         CONVERTIBLE SECURITIES: Securities of this Corporation, other than the
Series B Common Stock, that are convertible into Series A Common Stock.

         DEBT INSTRUMENT: Any bond, debenture, note, indenture, guarantee or
other instrument or agreement evidencing any Indebtedness, whether existing at
the Issue Date or thereafter created, incurred, assumed or guaranteed.

         DEEMED LIQUIDATION EVENT: As defined in Section 4.

         INDEBTEDNESS: Any (a) liability, contingent or otherwise, of this
Corporation (i) for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of this Corporation or only to a portion thereof),
(ii) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given other than in connection with the acquisition of
inventory or similar property in the ordinary course of business, or (iii) for
the payment of money relating to an obligation under a lease that is required to
be capitalized for financial accounting purposes in accordance with generally
accepted accounting principles; (b) liabilities of others described in the
preceding clause (a) which this Corporation has guaranteed or which is otherwise
its legal liability; (c) obligations secured by a mortgage, pledge, lien, charge
or other encumbrance

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to which the property or assets of this Corporation are subject whether or not
the obligations secured thereby shall have been assumed by or shall otherwise be
this Corporation's legal liability; and (d) any amendment, renewal, extension or
refunding of any liability of the types referred to in clauses (a), (b) and (c)
above.

         ISSUE DATE: The date on which any shares of the Series A Convertible
Preferred Stock are first issued or first deemed to have been issued.

         JUNIOR SECURITIES: All shares of Common Stock and any other class or
series of stock of this Corporation authorized after the Issue Date except
Parity Securities and Senior Securities.

         LIQUIDATION VALUE: For each Share of the Series A Convertible Preferred
Stock, the sum of $ [three times the Purchase Price Benchmark], increased on
each anniversary of the Issue Date by an amount equal to the product of that sum
(as previously increased) and the greater of (a) the percentage increase, if
any, in the Consumer Price Index, All Urban Consumers (CPI-U), U.S. City
Average, All Items, as published by the U.S. Department of Labor, Bureau of
Labor Statistics (or any similar successor index), from the last day of the
calendar month immediately preceding the Issue Date (or if the Issue Date is the
last day of a calendar month, the Issue Date) or from the last day of the
calendar month immediately preceding the previous anniversary of the Issue Date
(or if the Issue Date is the last day of a calendar month, the previous
anniversary of the Issue Date), as applicable, in any event not to exceed 5% in
any year, and (b) 3%.

         MARKET PRICE: For any Capital Stock, as of any date of determination,
the average of the daily Closing Prices of such stock for 10 consecutive
Business Days ending on the Business Day immediately before the date of
determination if there is a public market for such stock, and if there is no
public market for such stock, any other method of determining the market price
of such stock as the Board of Directors shall from time to time deem to be fair.
The Market Price of any Capital Stock shall be appropriately adjusted to reflect
the effects of any stock dividend, stock split, reclassification or combination
affecting such Capital Stock, the record date, ex-dividend date or similar date
of which occurs during the period in which the Market Price is to be determined.

         NASDAQ: The National Association of Securities Dealers Automated
Quotation System.

         PARITY SECURITIES: Any class or series of stock of this Corporation
authorized after the Issue Date that is entitled to receive payment of dividends
on a parity with the Series A Convertible Preferred Stock or is entitled to
receive assets upon liquidation, dissolution or winding up of the affairs of
this Corporation on a parity with the Series A Convertible Preferred Stock.

         PERSON: Any human being or any corporation, limited liability company,
partnership, trust, association, government or other entity.


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         PURCHASE PRICE BENCHMARK: $_________ [(i.e., the average of the
averages of the closing bid and asked prices of one share of Series A Common
Stock for a period of 20 consecutive Business Days ending on the third Business
Day prior to the Issue Date)]. The Purchase Price Benchmark will be
appropriately adjusted to reflect the effects of any stock dividend, stock
split, reclassification or combination affecting the Series A Common Stock, the
record date, ex-dividend date or similar date of which occurs during the period
in which the Purchase Price Benchmark initially is to be determined and, after
such initial determination, will similarly be adjusted to reflect the effects of
any stock dividend, stock split, reclassification or combination affecting the
Series A Common Stock.

         REDEMPTION DATE: As to any Share, the date fixed for redemption of such
Share as specified in the notice of redemption given in accordance with Section
6(c), PROVIDED that if the Redemption Price is not actually paid, or
consideration sufficient for the payment thereof set apart solely for such
purpose, on such date then the Redemption Date shall be the date on which such
Redemption Price is fully paid or consideration sufficient for the payment
thereof set apart solely for such purpose.

         SENIOR SECURITIES: Any class or series of stock of this Corporation
authorized after the Issue Date ranking senior to the Series A Convertible
Preferred Stock in respect of the right to receive payment of dividends prior to
the Series A Convertible Preferred Stock or the right to receive assets upon
liquidation, dissolution or winding up of the affairs of this Corporation prior
to the Series A Convertible Preferred Stock.

         SERIES A COMMON STOCK: The Series A Common Stock of this Corporation
and any Capital Stock of any class or series into which the Series A Common
Stock may be changed.

         SERIES B COMMON STOCK: The Series B Common Stock of this Corporation
and any Capital Stock of any class or series into which the Series B Common
Stock may be changed.

         SHARE: As defined in Section 3(a).

         VOTING STOCK: With respect to this Corporation, Capital Stock having
general voting power under ordinary circumstances to elect directors of this
Corporation, but not including any Capital Stock that has or would have such
voting power solely by reason of the happening of any contingency.

         3. DIVIDENDS.

         (a) Subject to the rights of holders of Senior Securities and to any
prohibition or restriction set forth in any security or Debt Instrument, the
holders of Series A Convertible Preferred Stock shall be entitled to receive
cash dividends from time to time on each share of Series A Convertible Preferred
Stock (hereinafter referred to as a "Share"), payable solely out of funds
legally available therefor, in an amount equal to the product of (i) the amount
of the cash dividend declared



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on one share of Series A Common Stock or any other security into which the
Shares of Series A Convertible Preferred Stock is then convertible and (ii) the
number of shares of Series A Common Stock or other security into which one Share
of Series A Convertible Preferred Stock may be converted as of the date such
dividend is declared. Such dividends shall be payable to holders of Series A
Convertible Preferred Stock only if, as and when the Board of Directors declares
cash dividends (and not dividends payable in other property) on Series A Common
Stock. Dividends shall be payable to the holders of record of Series A
Convertible Preferred Stock as of the record date for the determination of
Series A Common Stock entitled to receive such cash dividends and shall be
payable on the date established by this Corporation for the payment of such
dividends to holders of Series A Common Stock.

         (b) If this Corporation is prohibited or restricted from paying the
full dividends which have been declared to holders of the Series A Convertible
Preferred Stock and any Parity Securities pursuant to applicable law or the
terms of any security or Debt Instrument, the amount available for such payment
pursuant to applicable law and which is not restricted by the terms of any
security or Debt Instrument shall be distributed among the holders of the Series
A Convertible Preferred Stock and any Parity Securities ratably in proportion to
the full amounts to which they otherwise would be entitled.

         4. LIQUIDATION. Upon any liquidation, dissolution or winding up of this
Corporation, whether voluntary or involuntary, subject to the prior payment in
full of amounts to which any Senior Securities are entitled, the holders of
Series A Convertible Preferred Stock shall be entitled to be paid an amount in
cash equal to the aggregate Liquidation Value at the date fixed for liquidation
of all Shares outstanding before any distribution or payment is made upon any
Junior Securities, which payment shall be made PARI PASSU with any such payment
made to the holders of any Parity Securities. The holders of Series A
Convertible Preferred Stock shall be entitled to no other or further
distribution of or participation in any remaining assets of this Corporation
after receiving the Liquidation Value per Share. If upon such liquidation,
dissolution or winding up the assets of this Corporation to be distributed among
the holders of Series A Convertible Preferred Stock and to holders of Parity
Securities are insufficient to permit payment in full to such holders of the
aggregate amounts which they are entitled to be paid, then the entire assets of
this Corporation to be distributed to such holders shall be distributed ratably
among them based upon the amounts to which the Shares of Series A Convertible
Preferred Stock and such Parity Securities otherwise would be entitled. Any (a)
sale or other transfer by this Corporation of all or substantially all of its
assets and (b) consolidation, merger or other transaction or series of
transactions in which the Persons that are stockholders of this Corporation
immediately prior to such transaction or series of transactions do not retain
Voting Stock representing at least 50% of the total voting power of all Voting
Stock of this Corporation outstanding immediately after such transaction or
series of transactions (any such sale, transfer, consolidation, merger or other
transaction or series of transactions described in the foregoing clauses (a) or
(b) being referred to as a "Deemed Liquidation Event"), shall be deemed to be a
liquidation, dissolution or winding up of this Corporation for purposes of this
Section 4 occurring on the date such Deemed Liquidation Event is consummated.
This Corporation shall mail written notice of any liquidation, dissolution or
winding up (including any Deemed Liquidation

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Event) to each record holder of Series A Convertible Preferred Stock not less
than 20 days (or 10 days in the case of a Deemed Liquidation Event that is a
tender offer) prior to the payment date stated in such written notice. Holders
of Series A Convertible Preferred Stock shall have the right to convert their
Shares to Series A Common Stock pursuant to Section 5 at any time prior to the
close of business on the Business Day immediately preceding the date of
liquidation or dissolution (or the date of consummation of any Deemed
Liquidation Event).

         5. CONVERSION.

         (a) Subject to the provisions of Section 6 hereof, each Share of Series
A Convertible Preferred Stock may be converted by the holder thereof at any time
in whole or in part (but if in part, in amounts not less than 100 Shares or any
whole multiple thereof) at such time, in such manner and upon such terms and
conditions as are provided in this Section 5 into fully paid and non-assessable
shares of Series A Common Stock at the Conversion Rate (as defined below). In
the case of Shares called for redemption by this Corporation pursuant to Section
6(a), the conversion right provided by this Section 5 shall terminate at the
close of business on the Business Day immediately preceding the applicable
Redemption Date. In the case of Shares required to be redeemed pursuant to
Section 6(b), the conversion right provided by this Section 5 shall terminate
immediately upon receipt by this Corporation of a notice given pursuant to such
Section. In case cash, securities or property other than Series A Common Stock
shall be payable, deliverable or issuable upon conversion as provided herein,
then all references to Series A Common Stock in this Section 5 shall be deemed
to apply, so far as appropriate and as nearly as may be, to such cash, property
or other securities. Whenever this Section 5 refers to the number of shares of
Series A Common Stock outstanding, such number shall include any shares of such
stock issuable upon exercise of rights or warrants or upon conversion of
Convertible Securities.

         (b) Subject to the provisions for adjustment hereinafter set forth in
this Section 5, the Series A Convertible Preferred Stock may be converted into
Series A Common Stock at the initial conversion rate of three fully paid and
non-assessable shares of Series A Common Stock for one share of the Series A
Convertible Preferred Stock. This conversion rate as from time to time adjusted
cumulatively pursuant to the provisions of this Section is hereinafter referred
to as the "Conversion Rate."

         (c) In case this Corporation shall (i) pay a dividend or make a
distribution on its outstanding shares of Series A Common Stock in shares of its
Capital Stock, (ii) subdivide the then outstanding shares of Series A Common
Stock into a greater number of shares of Series A Common Stock, (iii) combine
the then outstanding shares of Series A Common Stock into a smaller number of
shares of Series A Common Stock, or (iv) issue by reclassification of its shares
of Series A Common Stock any shares of any other class of Capital Stock of this
Corporation (including any such reclassification in connection with a merger in
which this Corporation is the surviving corporation), then the Conversation Rate
in effect immediately prior to the opening of business on the record date for
such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be adjusted so that the holder of each
share of the Series A

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Convertible Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number and kind of shares of Capital Stock of this
Corporation that such holder would have owned or been entitled to receive
immediately following such action had such shares of Series A Convertible
Preferred Stock been converted immediately prior to such time. An adjustment
made pursuant to this Section 5(c) for a dividend or distribution shall become
effective immediately after the record date for the dividend or distribution and
an adjustment made pursuant to this Section 5(c) for a subdivision, combination
or reclassification shall become effective immediately after the effective date
of the subdivision, combination or reclassification. Such adjustment shall be
made each time any action listed above is taken.

         (d) In case this Corporation issues any Series A Common Stock or rights
or warrants to subscribe for or purchase shares of Series A Common Stock or
Convertible Securities ("Additional Securities") for consideration per share of
Series A Common Stock (including, in the case of Convertible Securities, the
aggregate amount of any additional consideration payable upon conversion or
exercise thereof, determined as provided below) less than the then current
Market Price per share of Series A Common Stock, the number of shares of Series
A Common Stock into which each Share shall thereafter be convertible shall be
determined by multiplying the number of shares of Series A Common Stock into
which such Share was convertible immediately prior to the issuance of such
Additional Securities by a fraction of which the numerator shall be the number
of shares of Series A Common Stock outstanding prior to such issuance plus the
number of additional shares of Series A Common Stock offered for subscription or
purchase (or into which the Convertible Securities so offered are initially
convertible) and of which the denominator shall be the number of shares of
Series A Common Stock outstanding immediately prior to the issuance of such
Additional Securities plus the number of shares of Series A Common Stock which
the aggregate consideration received in respect of the total number of shares of
Series A Common Stock so offered (plus the aggregate amount of any additional
consideration payable upon conversion or exercise of the Convertible Securities
so offered) would purchase at the then current Market Price per share of Series
A Common Stock.

         In case of the issuance (otherwise than upon conversion of shares of
Capital Stock of this Corporation) of additional shares of Series A Common Stock
or Convertible Securities for consideration that consists in whole or in part of
property other than cash, the amount of the consideration other than cash
received by this Corporation for such shares shall be deemed to be the value of
such consideration as determined by the Board of Directors, whose determination
shall be conclusive. In case of the issuance by this Corporation of any rights
to subscribe for or to purchase shares of Series A Common Stock or Convertible
Securities, all shares of Series A Common Stock or Convertible Securities to
which the holders of such rights or options shall be entitled to subscribe for
or purchase pursuant to such rights shall be deemed outstanding as of the date
of the offering of such rights, and the minimum aggregate consideration named in
such rights for the shares of Series A Common Stock or Convertible Securities
covered thereby, plus the consideration, if any, received by this Corporation
for such rights shall be deemed to be the aggregate consideration received by
this Corporation as of the date of the offering of such rights for the issuance
of such shares. In case of the issuance by this Corporation of Convertible
Securities, all shares of Series A Common Stock

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issuable upon the conversion or exchange of such Convertible Securities shall be
deemed issued as of the date such Convertible Securities are issued, and the
amount of the aggregate consideration received by this Corporation for such
additional shares of Series A Common Stock shall be deemed to be the total of
(x) the amount of consideration received by this Corporation upon the issuance
of such Convertible Securities, plus (y) the minimum aggregate consideration, if
any, other than such Convertible Securities, payable to this Corporation upon
such conversion or exchange. On the expiration of any such rights or warrants to
purchase Series A Common Stock or the termination of any right of conversion
which is the subject of an adjustment hereunder (or upon any change in the
number of shares of Series A Common Stock issuable upon such exercise or
conversion) the Conversion Rate then in effect shall be readjusted to such
Conversion Rate as would have been in effect had the adjustments made upon the
issuance of such rights, warrants or Convertible Securities been made upon the
basis only of issuance of the number of shares of Series A Common Stock actually
issued or to be issued upon the exercise of such rights or warrants or
conversion of such Convertible Securities.

         (e) In case this Corporation shall distribute to all holders of shares
of Series A Common Stock (including any such distribution made in connection
with a merger in which this Corporation is the surviving corporation, other than
a merger to which Section 5(g) is applicable) any evidences of its indebtedness
or assets (other than cash dividends, Capital Stock or rights to acquire Capital
Stock), then in each such case the number of shares of Series A Common Stock
into which each Share of Series A Convertible Preferred Stock shall thereafter
be convertible shall be determined by multiplying the number of shares of Series
A Common Stock into which such Share was convertible immediately prior to the
record date for the determination of stockholders entitled to receive the
distribution by a fraction of which the numerator shall be the then current
Market Price per share of Series A Common Stock on such record date and of which
the denominator shall be the then current Market Price per share of Series A
Common Stock less the value on such record date (as determined by the Board of
Directors, whose determination shall be conclusive) of the portion of the assets
or evidences of indebtedness so distributed applicable to one share of Series A
Common Stock. Such adjustment shall be made each time any such distribution is
made and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution.

         (f) For the purpose of any determination of value to be made by the
Board of Directors hereunder, the Board of Directors shall specify in reasonable
detail the results of and basis for such determination in the notice delivered
pursuant to Section 5(h).

         (g) In case of any reclassification or change in the Series A Common
Stock (other than any reclassification or change referred to in Section 5(c) and
other than a change in par value) or in case of any consolidation of this
Corporation with any other Person or any merger of this Corporation into another
Person or of another Person into this Corporation (other than (i) a merger in
which this Corporation is the continuing corporation and which does not result
in any reclassification or change (other than a change in par value or any
reclassification or change to which Section 5(c) is applicable) in the
outstanding Series A Common Stock or (ii) a Deemed Liquidation



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Event), this Corporation (or its successor in such consolidation or merger)
shall make appropriate provision so that each holder of a Share of Series A
Convertible Preferred Stock shall have the right thereafter to convert such
Share into the kind and amount of shares of stock and other securities and
property that such holder would have owned immediately after such
reclassification, change, consolidation or merger if such holder had converted
such Share into Series A Common Stock immediately prior to the effective date of
such reclassification, change, consolidation, merger (assuming for this purpose
(to the extent applicable) that such holder failed to exercise any rights of
election and received per share of Series A Common Stock the kind and amount of
shares of stock and other securities and property received per share by a
plurality of the non-electing shares), and the holders of the Series A
Convertible Preferred Stock shall have no other conversion rights under these
provisions; PROVIDED, that effective provision shall be made in the constituent
and governing documents of the resulting or surviving Person or otherwise so
that the provisions set forth herein for the protection of the conversion rights
of the Series A Convertible Preferred Stock shall thereafter be made applicable,
as nearly as reasonably may be, to any such other shares of stock and other
securities and property deliverable upon conversion of the Series A Convertible
Preferred Stock remaining outstanding or other convertible preferred stock or
other Convertible Securities received by the holders of Series A Convertible
Preferred Stock in place thereof; and PROVIDED FURTHER, that any such resulting
or surviving Person or purchaser shall expressly assume the obligation to
deliver, upon the exercise of the conversion privilege, such shares, securities
or other property as the holders of the Series A Convertible Preferred Stock
remaining outstanding, or other convertible preferred stock or other Convertible
Securities received by the holders in place thereof, shall be entitled to
receive pursuant to the provisions hereof, and to make provisions for the
protection of the conversion rights as above provided.

         (h) Whenever the Conversion Rate shall be adjusted or any other event
affecting the conversion rights of the holders of Series A Convertible Preferred
Stock shall occur as provided in Sections 5(c), (d), (e) or (g), this
Corporation shall promptly cause a notice to be mailed to the holders of record
of the Series A Convertible Preferred Stock describing the nature of the event
requiring such adjustment, the Conversion Rate in effect immediately thereafter
and the kind and amount of stock or other securities or property into which the
Series A Convertible Preferred Stock shall be convertible after such event. Such
notice may be given in advance and included as a part of a notice required to be
mailed under the provisions of Section 5(j).

         (i) This Corporation may, but shall not be required to, adjust the
Conversion Rate if such adjustment would require an increase or decrease of less
than 1% in such Conversion Rate; PROVIDED, however, that any adjustments which
by reason of this Section 5(i) are not made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 5
shall be made to the nearest cent or the nearest 1/100th of a share, as the case
may be. In any case in which this Section 5(i) shall require that an adjustment
shall become effective immediately after a record date for such event, the
Corporation may defer until the occurrence of such event (x) issuing to the
holder of any shares of Series A Convertible Preferred Stock converted after
such record date and before the occurrence of such event the additional shares
of Series A Common Stock or other Capital Stock issuable upon such conversion by
reason of the adjustment


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required by such event over and above the shares of Series A Common Stock or
other Capital Stock issuable upon such conversion before giving effect to such
adjustment and (y) paying to such holder cash in lieu of any fractional share to
which such holder is entitled pursuant to Section 5(n); PROVIDED, however, that
if requested by such holder, this Corporation shall deliver to such holder a due
bill or other appropriate instrument evidencing such holder's right to receive
such additional shares of Series A Common Stock or other Capital Stock, and such
cash, upon the occurrence of the event requiring such adjustment.

         (j) If at any time:

                  (i) this Corporation takes any action which would require an
         adjustment in the Conversion Rate pursuant to this Section 5;

                  (ii) there occurs any capital reorganization or
         reclassification of the Series A Common Stock (other than a change in
         par value), or any consolidation or merger to which the Corporation is
         a party and for which approval of any shareholders of this Corporation
         is required, or any sale or other transfer of all or substantially all
         of the assets of the Corporation, or a tender offer for shares of
         Series A Common Stock constituting at least a majority of the total
         voting power represented by the outstanding shares of Series A Common
         Stock which has been recommended by the Board of Directors as being in
         the best interests of the holders of Series A Common Stock; or

                  (iii) there is a voluntary or involuntary dissolution,
         liquidation or winding up of this Corporation;

then this Corporation shall give written notice, in the manner provided in
Section 6(c) hereof, to the holders of the Series A Convertible Preferred Stock
at their respective addresses as the same appear on the books of the
Corporation, at least 20 days (or 10 days in the case of a recommended tender
offer as specified in clause (ii) above) prior to any record date for such
action, dividend or distribution or the date as of which it is expected that
holders of Series A Common Stock of record shall be entitled to exchange their
shares of Series A Common Stock for securities or other property, if any,
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, transfer, tender offer, dissolution, liquidation or winding up; PROVIDED,
however, that any notice required by any event described in clause (ii) of this
Section 5(j) shall be given in the manner and at the time that such notice is
given to the holders of Series A Common Stock. Without limiting the obligations
of this Corporation to provide notice of corporate actions hereunder, the
failure to give the notice required by this Section 5(j) or any defect therein
shall not affect the legality or validity of any such corporate action of the
Corporation or the vote upon such action.


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         (k) Before any holder of Series A Convertible Preferred Stock shall be
entitled to convert the same into Series A Common Stock, such holder shall
surrender the certificate or certificates for such Series A Convertible
Preferred Stock at the office of this Corporation or at the office of the
transfer agent for the Series A Convertible Preferred Stock, which certificate
or certificates, if this Corporation shall so request, shall be duly endorsed to
this Corporation or in blank or accompanied by proper instruments of transfer to
this Corporation or in blank (such endorsements or instruments of transfer to be
in form satisfactory to this Corporation), and shall given written notice to
this Corporation at said office that it elects to convert all or a part of the
Shares represented by said certificate or certificates in accordance with the
terms of this Section 5, and shall state in writing therein the name or names in
which such holder wishes the certificates for Series A Common Stock to be
issued. Every such notice of election to convert shall constitute a contract
between the holder of such Series A Convertible Preferred Stock and the
Corporation, whereby the holder of such Series A Convertible Preferred Stock
shall be deemed to subscribe for the amount of Series A Common Stock which such
holder shall be entitled to receive upon conversion of the number of Shares of
Series A Convertible Preferred Stock to be converted, and, in satisfaction of
such subscription, to deposit the shares of Series A Convertible Preferred Stock
to be converted, and thereby this Corporation shall be deemed to agree that the
surrender of the Shares of Series A Convertible Preferred Stock to be converted
shall constitute full payment of such subscription for Series A Common Stock to
be issued upon such conversion. This Corporation shall as soon as practicable
after such deposit of a certificate or certificates for Series A Convertible
Preferred Stock, accompanied by the written notice and the statement above
prescribed, issue and deliver at the office of this Corporation or of said
transfer agent to the person for whose account such Series A Convertible
Preferred Stock was so surrendered, or to his nominee(s) or, subject to
compliance with applicable law, transferee(s), a certificate or certificates for
the number of full shares of Series A Common Stock to which such holder shall be
entitled, together with cash in lieu of any fraction of a share as hereinafter
provided. If surrendered certificates for Series A Convertible Preferred Stock
are converted only in part, this Corporation shall issue and deliver to the
holder, or to his nominee(s), without charge therefor, a new certificate or
certificates representing the unconverted Shares. Such conversion shall be
deemed to have been made as of the date of such surrender of the Series A
Convertible Preferred Stock to be converted, and the Person or Persons entitled
to receive the Series A Common Stock issuable upon conversion of such Series A
Convertible Preferred Stock shall be treated for all purposes as the record
holder or holders of such Series A Common Stock on such date.

         The issuance of certificates for shares of Series A Common Stock upon
conversion of shares of Series A Convertible Preferred Stock shall be made
without charge for any issue, stamp or other similar tax in respect of such
issuance, PROVIDED, however, if any such certificate is to be issued in a name
other than that of the registered holder of the share or shares of Series A
Convertible Preferred Stock converted, the Person or Persons requesting the
issuance thereof shall pay to this Corporation the amount of any tax which may
be payable in respect of any transfer involved in such issuance or shall
establish to the satisfaction of this Corporation that such tax has been paid.


                                      -11-

<PAGE>   12



         This Corporation shall not be required to convert any shares of Series
A Convertible Preferred Stock, and no surrender of Series A Convertible
Preferred Stock shall be effective for that purpose, while the stock transfer
books of this Corporation are closed for any purpose. The surrender of Series A
Convertible Preferred Stock for conversion during any period while such books
are so closed shall become effective for conversion immediately upon the
reopening of such books, as if the conversion had been made on the date such
Series A Convertible Preferred Stock was surrendered.

         (l) This Corporation shall at all times reserve and keep available,
solely for the purpose of issuance upon conversion of the outstanding shares of
Series A Convertible Preferred Stock, such number of shares of Series A Common
Stock as shall be issuable upon the conversion of all outstanding Shares,
PROVIDED that nothing contained herein shall be construed to preclude this
Corporation from satisfying its obligations in respect of the conversion of
Shares of Series A Convertible Preferred Stock by delivery of shares of Series A
Common Stock which are held in the treasury of this Corporation. This
Corporation shall take all such corporate and other actions as from time to time
may be necessary to insure that all shares of Series A Common Stock issuable
upon conversion of Shares of Series A Convertible Preferred Stock at the
Conversion Rate in effect from time to time shall, upon issue, be duly and
validly authorized and issued, fully paid and non-assessable and free of any
preemptive or similar rights.

         (m) All Shares of Series A Convertible Preferred Stock received by this
Corporation upon conversion thereof into Series A Common Stock shall be retired
and shall be restored to the status of authorized and unissued shares of
preferred stock and may be reissued as part of another series of the preferred
stock of this Corporation, but such shares shall not be reissued as Series A
Convertible Preferred Stock.

         (n) This Corporation shall not be required to issue fractional shares
of Series A Common Stock or scrip upon conversion of the Series A Convertible
Preferred Stock. As to any fraction of a share of Series A Common Stock which a
holder of one or more Shares otherwise would be entitled to receive upon
conversion of such Shares, this Corporation shall pay cash in respect of such
fraction in an amount equal to the same fraction of the Market Price per share
of Series A Common Stock as of the date notice of conversion of such Shares is
received by this Corporation.

         (o) Anything herein to the contrary notwithstanding, no adjustment
shall be made in respect of shares of Series A Common Stock issued (or issuable
upon exercise of options, warrants or other rights to acquire Series A Common
Stock or upon exercise or conversion of Convertible Securities) to officers,
directors, employees or agents of this Corporation or its subsidiaries under
plans or arrangements approved by the Board of Directors.



                                      -12-

<PAGE>   13

         6. REDEMPTION.


         (a) All or any portion of the Shares of Series A Convertible Preferred
Stock may be redeemed out of funds legally available therefor, at the option of
this Corporation exercised by giving written notice as prescribed by Section
6(c), (i) during the 30-day periods immediately following the fourth, sixth and
eighth anniversaries of the Issue Date, (ii) at any time after the Closing Price
of the Series A Common Stock equals or exceeds 125% of the Purchase Price
Benchmark for a period of at least 30 consecutive Business Days, and (iii) at
any time after the tenth anniversary of the Issue Date, in each case at the
Liquidation Value per Share as of the applicable Redemption Date. If only a
portion of the outstanding Shares are redeemed, the Shares to be redeemed shall
be redeemed ratably among all holders of Series A Convertible Preferred Stock.

         (b) Subject to the rights of the holders of Senior Securities and to
any prohibition or restriction set forth in any security or Debt Instrument,
each holder of Series A Convertible Preferred Stock may require this Corporation
to redeem, out of funds legally available therefor, all or any portion of the
outstanding Shares of Series A Convertible Preferred Stock held by it at any
time after the tenth anniversary of the Issue Date at the Liquidation Value per
Share as of the applicable Redemption Date by giving written notice to this
Corporation stating the number of Shares such holder elects to have this
Corporation redeem. This Corporation shall redeem, out of funds legally
available therefor, the Shares so requested to be redeemed within 30 days
following this Corporation's receipt of such notice. If the funds of this
Corporation legally available for redemption of Shares are insufficient to
redeem the total number of Shares required to be redeemed pursuant to this
Section 6(b), those funds which are legally available for redemption of such
Shares shall be used to redeem the maximum possible number of such Shares
ratably among the holders that have required Shares to be redeemed and any
Parity Securities that are required by their terms to be redeemed. At any time
thereafter when additional funds of this Corporation are legally available for
such purpose, such funds shall immediately be used to redeem the Shares this
Corporation failed to redeem on such Redemption Date until the balance of such
Shares are redeemed.

         (c) Notice of any redemption pursuant to this Section 6 shall be
mailed, first class, postage prepaid, not less than 20 days (or 10 days in the
case of a redemption pursuant to Section 6(b)) nor more than 60 days prior to
the Redemption Date, to the holders of record of the shares of Series A
Convertible Preferred Stock to be redeemed, at their respective addresses as the
same appear upon the books of this Corporation or are supplied by them in
writing to this Corporation for the purpose of such notice. No failure to mail
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 the Series A
Convertible Preferred Stock. Such notice shall set forth the Liquidation Value,
the Redemption Date, the number of Shares to be redeemed and the place at which
the Shares called for redemption shall, upon presentation and surrender of the
stock certificates evidencing such Shares, be redeemed.

         (d) If notice of any redemption by this Corporation pursuant to this
Section 6 shall have been mailed as provided in Section 6(c) and if on or before
the Redemption Date specified in such notice the consideration necessary for
such redemption shall have been set apart so as to be available therefor and
only therefor, then on and after the close of business on the Redemption Date,
the Shares called for redemption, notwithstanding that any certificate therefor
shall not have been

                                      -13-

<PAGE>   14



surrendered for cancellation, shall no longer be deemed outstanding, and all
rights with respect to such Shares shall forthwith cease and terminate, except
the right of the holders thereof to receive upon surrender of their certificates
the consideration payable upon redemption thereof. Nothing in this Section 6(d)
shall affect the rights of holders of Series A Convertible Preferred Stock to
convert such Shares into Series A Common Stock in accordance with the provisions
of Section 5.

         (e) All Shares of Series A Convertible Preferred Stock redeemed,
retired, purchased or otherwise acquired by this Corporation shall be retired
and shall be restored to the status of authorized and unissued shares and may be
reissued as part of another series of the preferred stock of this Corporation,
but such shares shall not be reissued as Series A Convertible Preferred Stock.

         (f) If this Corporation shall fail to redeem on a Redemption Date
pursuant to Section 6(b) all Shares of Series A Convertible Preferred Stock
required by the holders thereof to be redeemed on such date, this Corporation
shall not redeem, or discharge any sinking fund obligation with respect to, any
Parity Securities (except pro rata with any Series A Convertible Preferred Stock
redeemed) or Junior Securities, until all outstanding shares of Series A
Convertible Preferred Stock and Parity Securities are redeemed, and shall not
purchase or otherwise acquire any Shares of Series A Convertible Preferred
Stock, Parity Securities or Junior Securities. Nothing contained in this Section
6(f) shall prevent the purchase or acquisition (i) of Shares of Series A
Convertible Preferred Stock and Parity Securities pursuant to a purchase or
exchange offer or offers made to holders of all outstanding Shares of Series A
Convertible Preferred Stock and Parity Securities, PROVIDED that (A) as to
holders of all outstanding Shares of Series A Convertible Preferred Stock, the
terms of the purchase or exchange offer for all such Shares are identical, (B)
as to holders of all outstanding shares of a particular series or class of
Parity Securities, the terms of the purchase or exchange offer for all such
shares are identical, and (C) as among holders of all outstanding Shares of
Series A Convertible Preferred Stock and Parity Securities, the terms of each
purchase or exchange offer or offers are substantially identical relative to the
liquidation price of the Shares of Series A Convertible Preferred Stock and each
series or class of Parity Securities, or (ii) of shares of Series A Convertible
Preferred Stock, Parity Securities or Junior Securities in exchange for
(together with a cash adjustment for fractional shares, if any), or through the
application of the proceeds of the sale of, shares of Junior Securities. The
provisions of this Section 6(f) are for the benefit of holders of Series A
Convertible Preferred Stock and Parity Securities and accordingly, at any time
when there are no Parity Securities outstanding, the provisions of this Section
6(f) shall not restrict any redemption by this Corporation of Shares held by any
holder.

         7. VOTING RIGHTS. The holders of the Series A Convertible Preferred
Stock shall be entitled to vote on all matters submitted to a vote of the
holders of the Series A Common Stock. Each Share shall entitle the registered
holder thereof to a number of votes equal to the number of shares of Series A
Common Stock into which such Share is convertible as of the record date for the
matter to be voted upon. Holders of Series A Convertible Preferred Stock shall
vote together with holders of Series A Common Stock and shall not be entitled to
vote as a class except as otherwise required by law or this Corporation's
Certificate of Incorporation.

                                      -14-

<PAGE>   15


         8. AMENDMENT. No amendment or modification of the designation, rights,
preferences, and limitations of the Shares set forth herein shall be binding or
effective without the prior consent of the holders of record of Shares
representing a majority of the voting power of all Shares outstanding at the
time such action is taken.

         9. NO PREEMPTIVE RIGHTS. Holders of Series A Convertible Preferred
Stock shall not have any preemptive right to purchase or subscribe for any class
or series of securities issued by this Corporation after the Issue Date.

         10. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law and for the equitable rights and remedies that may otherwise be available to
holders of Series A Convertible Preferred Stock, the Shares of Series A
Convertible Preferred Stock shall not have any designations, preferences,
limitations or relative rights, other than those specifically set forth in these
resolutions (as such resolutions may, subject to Section 8, be amended from time
to time) and in the Certificate of Incorporation of this Corporation.

         11. HEADINGS. The headings of the various sections and subsections
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

         FURTHER RESOLVED that the appropriate officers of this Corporation are
hereby authorized to execute and acknowledge a certificate setting forth these
resolutions and to cause such certificate to be filed and recorded in accordance
with the requirements of Section 151(g) of the General Corporation Law of the
State of Delaware."




                                             -----------------------------------
                                             President


ATTEST:




------------------------------------
             Secretary





                                      -15-



