US LEC OF VIRGINIA L.L.C.

A Delaware Limited Liability Company

OPERATING AGREEMENT

OPERATING AGREEMENT

OF

US LEC OF VIRGINIA L.L.C.

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT, is made and entered into effective as of the 6th day of February, 1997, by and among US LEC L.L.C., a Delaware limited liability company with its headquarters located in Charlotte, North Carolina (?US LEC?), RICHARD T. AAB, a resident of Pittsford, New York (?Aab?), and TANSUKH V. GANATRA, a resident of Charlotte, North Carolina (?Ganatra?); US LEC, Aab and Ganatra are referred to collectively as the ?Members.?

ARTICLE I

DEFINITIONS AND GLOSSARY OF TERMS

?Act? shall mean the Delaware Limited Liability Company Act set forth at Del. Code Title 6, .??l8-101 et seq.

?Adjusted Capital Account Deficit? shall mean with respect to any Member, the deficit balance, if any, in such Member?s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such holder is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section l.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

?Agreement? shall mean this Operating Agreement as amended from time to time.

?Certificate? shall mean the certificate of formation, together with any amendments thereto, required to be filed by the Company pursuant to the Act.

?Available Cash Flow? shall mean cash available to the Company as a result of the operations of the Company after (a) payment of all expenses, costs, amortization of indebtedness of the Company, (b) acquisition of investments or other capital assets as may be approved by the Board of Managers, and (c) the establishment of reasonable reserves by the Board of Managers for working capital, debt service, contingencies, investments, and replacements.

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?Capital Account? shall mean with respect to each Member a financial and tax accounting account maintained and adjusted in accordance with the Treasury Regulations promulgated under Section 704 of the Code.

?Code? shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor federal revenue law and any final treasury regulations, revenue rulings, and revenue procedures thereunder or under any predecessor federal revenue law.

?Company? shall refer to the limited liability company created under this Agreement and the Certificate.

?Company Minimum Gain? shall mean ?partnership minimum gain? as set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

?Distributions? shall mean distributions of cash or other property made by the Company to the Members from any source.

?Income? shall mean the net income (including tax exempt income) of the Company or any separately allocable item thereof.

?Interest? shall mean all of the rights created under this Agreement or under the Act of each Member with respect to the Company and the Company?s assets and property, and, unless the context indicates otherwise, shall refer to interests represented by Voting Units and Non-Voting Units collectively.

?Losses? shall mean the net loss of the Company or any separately allocable deduction, including expenditures of the Company not deductible in computing its taxable income and expenditures not properly chargeable to a capital account.

?Manager? shall mean any person or entity that becomes a manager in accordance with the terms of this Agreement.

?Member Minimum Gain? shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i) of the Regulations.

?Member Nonrecourse Debt? shall mean ?partnership nonrecourse debt? as set forth in Section 1.704-2(b)(4) of the Regulations.

?Member Nonrecourse Deductions? shall mean ?partnership nonrecourse deductions? as set forth in Section 1.704-2(i)(2) of the Regulations. The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Member Minimum Gain attributable to such Member Nonrecourse Debt during that fiscal year over the aggregate amount of any distributions during that fiscal year to the Member that bears the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(2) of the Regulations.

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?Members? shall mean collectively (and ?Member? shall refer individually to) the persons and entities signatory to this Agreement, their successors and assigns, and those additional persons and entities hereafter admitted to membership in the Company in accordance with this Agreement. Unless the context indicates otherwise, ?Members? and ?Member? shall refer to Voting and NonVoting Members.

?Nonrecourse Deductions? has the meaning set forth in Section 1.704-2(b) and 2(c) of the Regulations. The amount of Nonrecourse Deductions for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of Section 1.704-2(c) of the Regulations.

?Nonrecourse Liability? has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

?Non-Voting Member? means a Member holding only Non-Voting Units.

?Non-Voting Units? and ?Voting Units? shall have the meanings given to such terms in Section 3.2 hereof.

?Unit? means an interest in the Company described in Article III. Unless otherwise specifically set forth herein, the term ?Unit? includes Voting Units and Non-Voting Units.

?Voting Member? means a Member holding one or more Voting Units.

Certain other capitalized terms not defined above shall have the meanings given such terms in the Agreement.

ARTICLE II

FORMATION; NAME; PURPOSES; OFFICE; TERM

SECTION 2.1 Company Formation. The Company shall be formed as a limited liability company under and pursuant to the Act. The Managers shall file or authorize the filing of the Certificate and all other such instruments or documents and shall do or cause to be done all such filing, recording, or other acts, as may be necessary or appropriate from time to time to comply with the requirements of law for the formation and/or operation of a limited liability company in the State of Delaware. The Managers may also direct that the Company be registered or qualified to do business in other jurisdictions.

SECTION 2.2 Name of Company. The name of the Company shall be US LEC of Virginia L.L.C.

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SECTION 2.3 Purposes. The purposes of the Company are as follows:

(a) To establish and conduct for the benefit of the Members a business engaged in the provision of local exchange, exchange access, intrastate long distance and other telecommunications services to residential and business customers located in the State of Virginia.

(b) To do all things reasonably incidental to the purposes described in subsection (a); and

(c) All such other purposes to which all of the Managers may consent.

The Company may execute, deliver and perform all contracts and other undertakings and engage in all activities and transactions as may in the opinion of the Managers be necessary or advisable to carry out the foregoing objects and purposes.

SECTION 2.4 Registered Office and Agent. The registered office of the Company in the State of Delaware shall be maintained at 1209 Orange Street, Wilmington, Delaware 19801, or at such a place in the State of Delaware as the Board of Managers shall designate. The initial registered agent at such address shall be The Corporation Trust Company.

SECTION 2.5 Commencement and Term. The Company shall commence upon the filing of the Articles with the office of the Secretary of State of the State of Delaware, as required by Section 2.1 hereof, and shall continue until December 31, 2097 unless sooner terminated as provided herein.

ARTICLE III

CAPITALIZATION, UNITS, LIMITED LIABILITY OF MEMBERS,

CAPITAL ACCOUNTS, RETURN OF CAPITAL AND INTEREST ON CAPITAL

SECTION 3.1 Initial Contributions. The Members, upon the execution of this Agreement, shall make the following contributions to the Company:

SECTION 3.2 Company Units of Interest: Members. There shall be two types of Units of membership Interest in the Company: Voting Units and Non-voting Units. In return for the contributions set forth above, the Members will receive the number and type of Units set forth on Exhibit A, attached hereto and made a part hereof The respective rights of the holders of Voting Units and the holders of Non-Voting Units with respect to voting and management of the Company shall be as set forth in Article IV hereof. The Managers may, but are not obligated to, cause the Company to issue certificates evidencing ownership of Voting Units, Non-Voting Units, or both.

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SECTION 3.3 Additional Members. Subject to compliance with Articles IV and VIII hereof, the Managers may admit additional Members and issue additional Units therefor from time to time upon terms and conditions approved by the Managers. In the event additional Members are admitted to the Company in accordance with the terms and conditions of this Agreement, the Managers shall cause to be prepared and retained with the Company records an amended Exhibit A setting forth the Members and the number and type of Units held by each Member.

SECTION 3.4 Limited Liability of Members. No Member shall have any personal liability for any debts or losses of the Company beyond such Member?s Units, except as provided by law or by other agreement. No Member shall be liable, responsible or accountable in damages or otherwise to the Company or any other Member for any acts performed in good faith and reasonably believed by the Member to be within the scope of this Agreement, unless such act or failure to act is attributable to gross negligence, malfeasance, fraud or breach of a provision of this Agreement. No Member shall be personally liable to restore any Adjusted Capital Account Deficit. No Member shall be liable for any debts or losses of capital or profits of the Company or be required to contribute or lend funds to the Company. The Company (but not any Member) shall indemnify and hold harmless each Member for any loss, damage, liability, cost or expense (including reasonable attorneys? fees) arising out of any act or failure to act by the Member, if such act or failure to act is in good faith reasonably believed by the Member to be within the scope of this Agreement and is not attributable to gross negligence, malfeasance, fraud or breach of a provision of this Agreement. This indemnification shall not extend to the income tax consequences resulting to a Member from his, her or its participation in the Company.

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