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EXHIBIT 4.1(d)
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
YOUNG BROADCASTING INC.
----------------
Young Broadcasting Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: Pursuant to a Unanimous Written Consent of the Board of Directors
of the Corporation dated March 16, 2000, the Board of Directors duly
adopted resolutions proposing and declaring advisable the following
amendment to the Corporation's Restated Certificate of Incorporation:
That Article 4, clause (b)(i) of the Corporation's Restated
Certificate of Incorporation be amended to read in its entirety as
follows:
"Designation. Except as set forth herein, twenty million
(20,000,000) shares of the Common Stock shall be designated "Class A
Common Stock" (hereinafter called "Class A Common"); twenty million
(20,000,000) shares of the Common Stock shall be designated "Class B
Common Stock" (hereinafter called "Class B Common") and twenty
million (20,000,000) shares of the Common Stock shall be designated
"Class C Common Stock" (hereinafter called "Class C Common"). Each
share of Common Stock shall be identical in all respects with each
other share of Common Stock, except as otherwise provided herein."
SECOND: That at the duly noticed and convened Special Meeting in Lieu of
the 2000 Annual Meeting of Stockholders of the Corporation held on April
27, 2000, at which a quorum was present and acting throughout in person or
by proxy, the stockholders of the Corporation have approved the aforesaid
amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by James A. Morgan, its Executive Vice President, this 12th day of June, 2000.
Young Broadcasting Inc.
/s/ James A. Morgan
By: _________________________________
James A. Morgan
Executive Vice President
