SECOND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            SAGA COMMUNICATIONS, INC.

 

         Pursuant to Section 245 of the General Corporation Law of the State of

Delaware, the Saga Communications, Inc. (the "Corporation") executes the

following Second Restated Certificate of Incorporation. The Corporation was

originally incorporated on March 30, 1992, under the name Saga Acquisition Co.

This Second Restated Certificate of Incorporation only restates and integrates,

and does not further amend, the provisions of the Corporation's certificate of

incorporation as heretofore amended and supplemented, and there is no

discrepancy between those provisions and the provisions of the following Second

Restated Certificate of Incorporation.

 

         The Corporation's certificate of incorporation, as amended, is hereby

restated in its entirety as follows:

 

                                  ARTICLE ONE

                                      NAME

 

         The name of the corporation is Saga Communications, Inc. (the

"Corporation").

 

                                  ARTICLE TWO

                               REGISTERED OFFICE

 

         The address of the registered office of the Corporation in the State of

Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County

of New Castle 19808, and the name of the registered agent at such address is

Corporation Service Company.

 

                                 ARTICLE THREE

                                    PURPOSES

 

         The nature of the business or purposes of the Corporation is to engage

in any lawful act or activity for which corporations may be organized under the

General Corporation Law of the State of Delaware, and by such statement all

lawful actions and activities shall be within the purposes of the Corporation

except for express limitations, if any. The Corporation shall possess and

exercise all the powers and privileges granted by the General Corporation Law of

the State of Delaware, by any other law or by this Certificate, together with

any powers incidental thereto as far as such powers and privileges are necessary

or convenient to the conduct, promotion, or attainment of the purposes of the

Corporation.

 

                                  ARTICLE FOUR

                                CAPITAL STRUCTURE

 

         4.1 Authorized Shares. The total number of shares of capital stock

which the Corporation shall have authority to issue is 40,000,000 shares,

consisting of three classes of capital stock;

 

                  (a) 35,000,000 shares of Class A Common Stock, par value $.01

         per share (the "Class A Shares");

 

                  (b) 3,500,000 shares of Class B Common Stock, par value $.01

         per share (the "Class B Shares", and together with the Class A Shares,

         the "Common Shares"); and

 

                  (c) 1,500,000 shares of Preferred Stock, par value $.01 per

         share (the "Preferred Shares").

 

         4.2 Designations, Preferences, etc. The designations, preferences,

powers, qualifications, and special or relative rights, or privileges of the

capital stock of the Corporation shall be set forth in ARTICLE FIVE and ARTICLE

SIX below.

 

                                  ARTICLE FIVE

                                  COMMON SHARES

 

         5.1 Identical Rights. Except as herein otherwise expressly provided in

this ARTICLE FIVE, all Common Shares shall be identical and shall entitle the

holders thereof to the same rights and privileges.

 

         5.2 Dividends.

 

                  (a) When, as, and if dividends are declared by the

         Corporation's Board of Directors, whether payable in cash, in property,

         or in securities of the Corporation, the holders of Common Shares shall

         be entitled to share equally in and to receive, in accordance with the

         number of Common Shares held by each such holder, all such dividends,

         except that if dividends are declared that are payable in Common

         Shares, such stock dividends shall be payable at the same rate on each

         class of Common Shares and shall be payable only in Class A Shares to

         holders of Class A Shares and in Class B Shares to holders of Class B

         Shares.

 

                  (b) Dividends payable under this Paragraph 5.2 shall be paid

         to the holders of record of the outstanding Common Shares as their

         names shall appear on the stock register of the Corporation on the

         record date fixed by the Board of Directors in advance of declaration

         and payment of each dividend. Any Common Shares issued as a dividend

         pursuant to this Paragraph 5.2 shall, when so issued, be duly

         authorized, validly issued, fully paid and non-assessable, and free of

         all liens and charges. The Corporation shall not issue fractions of

         Common Shares on payment of such dividend but shall issue a whole

         number of shares to such holder of Common Shares rounded up or down in

         the Corporation's sole discretion to the nearest whole number, without

         compensation to the stockholder whose fractional share has been rounded

         down or from any stockholder whose fractional share has been rounded

         up.

 

                  (c) Notwithstanding anything contained herein to the contrary,

         no dividends on Common Shares shall be declared by the Corporation's

         Board of Directors or paid or set apart for payment by the Corporation

         at any time that such declaration, payment, or setting apart is

         prohibited by applicable law.

 

         5.3 Stock Splits. The Corporation shall not in any manner subdivide (by

any stock split, reclassification, stock dividend, recapitalization, or

otherwise) or combine the outstanding shares of one class of Common Shares

unless the outstanding shares of all classes of Common Shares shall be

proportionately subdivided or combined.

 

         5.4 Liquidation Rights. Upon any voluntary or involuntary liquidation,

dissolution, or winding-up of the affairs of the Corporation, after payment

shall have been made to holders of outstanding Preferred Shares, if any, of the

full amount to which they are entitled pursuant to this Restated Certificate of

Incorporation and any resolutions that may be adopted from time to time by the

Corporation's Board of Directors, in accordance with ARTICLE SIX below (for the

purpose of fixing the voting rights, designations, preferences, and relative,

participating, optional, or other special rights of any series of Preferred

Shares), the holders of Common Shares shall be entitled, to the exclusion of the

holders of Preferred Shares, if any, to share ratably, in accordance with the

number of Common Shares held by each such holder, in all remaining assets of the

Corporation available for distribution among the holders of Common Shares,

whether such assets are capital, surplus, or earnings. For the purposes of this

Paragraph 5.4, neither the consolidation or merger of the Corporation with or

into any other corporation or corporations in which the stockholders of the

Corporation receive capital stock and/or other securities (including debt

securities) of the acquiring corporation (or of the direct or indirect parent

corporation of the acquiring corporation), nor the sale, lease or transfer by

the Corporation of all or any part of its assets, nor the reduction of the

capital stock of the Corporation, shall be deemed a voluntary or involuntary

liquidation, dissolution, or winding-up of the Corporation as those terms are

used in this Paragraph 5.4.

 

         5.5 Voting Rights.

 

                  (a) The holders of the Common Shares shall vote as a single

         class on all matters submitted to a vote of the stockholders, with each

         Class A Share entitled to one vote and each Class B Share entitled to

         ten votes, except (i) for the election of directors, which shall be

         governed by subparagraphs (b) and (c) below, (ii) with respect to any

         Going Private Transaction (as such term is defined below), which shall

         be governed by subparagraph (e) below, and (iii) as otherwise provided

         by law.

 

                  (b) In the election of directors, the holders of Class A

         Shares shall be entitled by class vote, exclusive of all other

         stockholders, to elect that number of directors that constitutes

         twenty-five percent (25%) of the authorized number of the Corporation's

         directors, or if such 25% is not a whole number, the nearest whole

         number of directors that is at least 25% with each Class A Share

         entitled to one vote. The holders of Class A Shares shall be entitled

         by class vote to vote on the removal of any director so elected.

 

                  (c) Except as otherwise provided in subparagraph (b) above,

         the holders of Class A Shares and Class B Shares, voting as a single

         class, shall have the right to vote on the election or removal of all

         directors of the Corporation (other than directors elected pursuant to

         subparagraph (b) above and other than any director which the holders of

         any than outstanding Preferred Stock shall be entitled to elect), with

         each Class A Share entitled to one vote, and each Class B Share

         entitled to ten votes. The holders of Class A

         Shares and Class B Shares are not entitled to cumulative votes in the

         election of any directors.

 

                  (d) In the event of the death, removal or resignation of a

         director elected by the holders of Class A Shares (pursuant to

         subparagraph (b) above) prior to the expiration of his term, the

         vacancy on the Board of Directors created thereby may be filled by a

         majority of the directors then in office, although less than a quorum;

         provided, that any person appointed to fill a vacancy created by the

         death, removal or resignation of a director elected by the holders of

         the Class A Shares (in accordance with subparagraph (b) above) shall be

         an "Independent Director," as such term is defined in Paragraph 14 of

         the American Stock Exchange ("AMEX") Listing Agreement on Form SD-1

         (the "AMEX Listing Agreement") and Section 121 of the AMEX Company

         Guide, as the same may be amended from time to time (or if the Class A

         Shares shall be listed on a different national securities exchange or

         other trading system as may be analogously defined by the rules of such

         exchange or system). A director elected in such manner to fill such

         vacancy shall hold office until his successor has been duly elected and

         qualified at a meeting of the holders of Class A Shares duly called for

         such purpose.

 

                  (e) With respect to any Going Private Transaction (as such

         term is defined below), the holders of Class A Shares and Class B

         Shares shall vote as a single class, with each Class A Share and Class

         B Share entitled to one vote. For purposes of this Paragraph 5.5, the

         term "Going Private Transaction" shall mean any transaction between the

         Corporation and (i) Edward K. Christian (the "Principal Stockholder")

         or (ii) any Affiliate of the Principal Stockholder (as such term is

         defined below in Paragraph 5.7(a)), in each case which would qualify as

         a "Rule 13e-3 Transaction," as such term is defined in Rule

         13e-3(a)(3), 17 C.F.R. Section 240.13e-3, as amended from time to time,

         promulgated under the Securities Exchange Act of 1934, as amended;

         provided, that, the term "affiliate" as used in Rule 13e-3(3)(i) shall

         be deemed to include an "Affiliate of the Principal Stockholder," as

         such term is defined below in Paragraph 5.7(a).

 

                  (f) As long as any of the Common Shares shall be listed and

         quoted on the AMEX, the Board of Directors of the Corporation shall

         ensure, and shall have all powers necessary to ensure, that the

         membership of the Board of Directors shall at all times include such

         number of "Independent Directors" (as such term is defined in the AMEX

         Listing Agreement and the AMEX Company Guide, as the same may be

         amended from time to time) as shall be required by AMEX Company Guide

         for the Common Shares to be eligible for listing and quotation on the

         AMEX. In the event that the Common Shares shall cease to be listed and

         quoted on the AMEX and subsequently are to be listed and quoted on an

         exchange or other trading system, the Board of Directors of the

         Corporation shall ensure, and shall have all powers necessary to

         ensure, that the membership of the Board of Directors shall at all

         times be consistent with the applicable rules and regulations, if any,

         for the Common Shares to be eligible for listing and quotation on such

         exchange or other trading system.

 

         5.6 No Preemptive or Subscription Rights. No holder of Common Shares

shall be entitled to preemptive or subscription rights.

 

         5.7 Conversion Rights.

 

                  (a) Automatic Conversion. Each Class B Share shall convert

         automatically into one fully paid and non-assessable Class A Share (i)

         upon its sale, gift, or other transfer to a party other than the

         Principal Stockholder or any Affiliate of the Principal Stockholder (as

         such term is defined below) or (ii) in the event of a sale, gift or

         other transfer of a Class B Share to an Affiliate of the Principal

         Stockholder, upon the death of the transferor. Each of the foregoing

         automatic conversion events shall be referred to hereinafter as an

         "Event of Automatic Conversion."

 

                  For purposes of this Paragraph 5.7, the term "Affiliate of the

         Principal Stockholder" shall mean (w) any individual or entity who or

         that, directly or indirectly, controls or is controlled by, or is under

         common control with, the Principal Stockholder, (x) any corporation or

         organization (other than the Corporation or a majority-owned subsidiary

         of the Corporation) of which the Principal Stockholder is an officer or

         partner or is, directly or indirectly, the beneficial owner of 10% or

         ore of any class of voting securities, or in which the Principal

         Stockholder has a substantial beneficial interest, (y) any trust or

         other estates in which a Principal Stockholder has a substantial

         beneficial interest or as to which the Principal Stockholder serves as

         trustee or in a similar fiduciary capacity, or (z) any relative or

         spouse of the Principal Stockholder, or any relative of such spouse,

         who has the same home as the Principal Stockholder or who is a director

         or an officer of the Corporation or any of its parents or subsidiaries.

 

                  (b) Voluntary Conversion. Each Class B Share shall be

         convertible, at the option of its holder, into one fully paid and

         non-assessable Class A Share at any time.

 

                  (c) Voluntary Conversion Procedure. At the time of a voluntary

         conversion, the holder of Class B Shares shall deliver to the office of

         the Corporation or any transfer agent for the Class A Shares (i) the

         certificate or certificates representing the Class B Shares to be

         converted, duly endorsed in blank or accompanied by proper instruments

         of transfer, and (ii) written notice to the Corporation stating that

         such holder elects to convert such share or shares and stating the name

         and addresses in which each certificate for Class A Shares issued upon

         such conversion is to be issued. Conversion shall be deemed to have

         been effected at the close of business on the date when such delivery

         is made to the Corporation of the Class B Shares to be converted, and

         the person exercising such voluntary conversion shall be deemed to be

         the holder of record of the number of Class A Shares issuable upon such

         conversion at such time. The Corporation shall promptly deliver

         certificates evidencing the appropriate number of Class A Shares to

         such person.

 

                  (d) Automatic Conversion Procedure. Promptly upon the

         occurrence of an Event of Automatic Conversion such that Class B Shares

         are converted automatically into Class A Shares, the holder of such

         shares shall surrender the certificate or certificates therefore, duly

         endorsed in blank or accompanied by proper instruments of transfer, at

         the office of the Corporation, or of any transfer agent for the Class A

         Shares, and shall give written notice to the Corporation, at such

         office; (i) stating that the shares are being converted pursuant to an

         Event of Automatic Conversion into Class A Shares as provided

         in Paragraph 5.7(a) of this ARTICLE FIVE, (ii) specifying the Event of

         Automatic Conversion (and, if the occurrences of such event is within

         the control of the transferor, stating the transferor's intent to

         effect an Event of Automatic Conversion), (iii) identifying the number

         of Class B Shares being converted, and (iv) setting out the name or

         names (with addresses) and denominations in which the certificate or

         certificates for Class A Shares shall be issued and shall include

         instructions for delivery thereof. Delivery of such notice together

         with the certificates representing the Class B Shares shall obligate

         the Corporation to issue such Class A Shares. Thereupon the Corporation

         or its transfer agent shall promptly issue and deliver at such stated

         address to such holder or to the transferee of Class B Shares a

         certificate or certificates for the number of Class A Shares to which

         such holder or transferee is entitled registered in the name of such

         holder, the designee of such holder or transferee as specified in such

         notice.

 

                  To the extent permitted by law, conversion pursuant to an

         Event of Automatic Conversion shall be deemed to have been affected as

         of the date on which the Event of Automatic Conversion occurred (such

         time being the "Conversion Time"). The person entitled to receive the

         Class A Shares issuable upon such conversion shall be treated for all

         purposes as the record holder of such Class A Shares at and as of the

         Conversion Time, and the right of such person as a holder of Class B

         Shares shall cease and terminate at and as of the Conversion Time, in

         each case without regard to any failure by the holder to deliver the

         certificates or the notice required by this subparagraph (d).

 

                  (e) Unconverted Shares; Notice Required. In the event of the

         conversion of less than all of the Class B Shares evidenced by a

         certificate surrendered to the Corporation in accordance with the

         procedures of this Paragraph 5.7, the Corporation shall execute and

         deliver to or upon the written order of the holder of such certificate,

         without charge to such holder, as new certificate evidencing the number

         of Class B Shares not converted. Class B Shares shall not be

         transferred on the books of the Corporation unless the Corporation

         shall have received from the holder thereof the written notice

         described herein.

 

                  (f) Reissue of Shares. Class B Shares that are converted into

         Class A Shares as provided herein shall be retired and cancelled and

         shall not be reissued.

 

                  (g) Reservation. The Corporation hereby reserves and shall at

         all times reserve and keep available, out of its authorized and

         unissued Class A Shares, for the purposes of effecting conversions,

         such number of duly authorized Class A Shares as shall from time to

         time be sufficient to effect the conversion of all outstanding Class B

         Shares. The Corporation covenants that all the Class A Shares so

         issuable shall, when so issued, be duly and validly issued, fully paid

         and non-assessable, and free from liens and charges with respect to the

         issue. The Corporation will take all such action as may be necessary to

         ensure that all such Class A Shares may be so issued without violation

         of any applicable law or regulation, or of any requirements of any

         national securities exchange upon which the Class A Shares may be

         listed. The Corporation will not take any action that results in any

         adjustment of the conversion ratio if the total number of Class A

         Shares issued and issuable after such action upon conversion of the

         Class B Shares would exceed the total number of Class A Shares then authorized

         by the Corporation's Restated Certificate of Incorporation.

 

         5.8 Consideration on Merger, Consolidation, etc. In any merger,

consolidation, or business combination, the consideration to be received per

share by the holders of Class A Shares and Class B Shares must be identical for

each class of stock, except that in any such transaction in which shares of

common stock are to be distributed, such shares may differ as to voting rights

to the extent that voting rights now differ among the Class A Shares and the

Class B Shares.

 

                                  ARTICLE SIX

                                PREFERRED SHARES

 

         Shares of Preferred Stock may be issued from time to time in one or

more series as may be determined by the Board of Directors. Subject to the

provisions of this Restated Certificate of Incorporation and this ARTICLE SIX,

the Board of Directors is authorized to determine or alter the rights,

preferences, privileges, and restrictions granted to or imposed upon any wholly

unissued series of Preferred Shares and, within the limits and restrictions

stated in any resolution or resolutions of the Board of Directors originally

fixing the number of shares constituting any such additional series, to increase

or decrease (but not below the number of shares of such series then outstanding)

the number of shares of any such additional series subsequent to the issue of

shares of that series.

 

         Authorized and unissued shares of Preferred Stock may be issued with

such designations, voting powers, preferences, and relative, participating,

optional or other special rights, and qualifications, limitations and

restrictions on such rights, as the Board of Directors may authorize by

resolutions duly adopted prior to the issuance of any shares of series of

preferred stock, including, but not limited to: (i) the distinctive designation

of each series and the number of shares that will constitute such series; (ii)

the voting rights, if any, of shares of such series and whether the shares of

any such series having voting rights shall have multiple votes per share; (iii)

the dividend rate on the shares of such series, any restriction, limitation, or

condition upon the payment of such dividends, whether dividends shall be

cumulative, and the dates on which dividends are payable; (iv) the prices at

which, and the terms and conditions on which, the shares of such series may be

redeemed, if such shares are redeemable; (v) the purchase of sinking fund

provisions, if any, for the purchase or redemption of shares of such series;

(vi) any preferential amount payable upon shares of such series in the event of

the liquidation, dissolution, or winding-up of the Company, or the distribution

of its assets; and (viii) the prices or rates of conversion at which, the terms

and conditions on which, the shares are convertible.

 

         Any and all shares issued and for which full consideration has been

paid or delivered shall be deemed fully paid stock, and the holder thereof shall

not be liable for any further payment thereon.

 

                                 ARTICLE SEVEN

                         MANAGEMENT OF THE CORPORATION

 

         The following provisions relate to the management of the business and

the conduct of the affairs of the Corporation and are inserted for the purpose

of creating, defining, limiting, and regulating the powers of the Corporation

and its directors and stockholders:

 

                  (a) The business and affairs of the Corporation shall be

         managed by and under the direction of the Board of Directors.

 

                  (b) The number of directors which shall constitute the whole

         Board of Directors shall be fixed and may be altered from time to time

         by, or in the manner provided in, the By-Laws.

 

                  (c) The Board of Directors shall have the power to make,

         alter, amend, or repeal the By-Laws of the Corporation, except to the

         extent the By-Laws otherwise provide.

 

                  (d) All corporate powers and authority of the Corporation

         (except as at the time otherwise provided by statute, by this Restated

         Certificate of Incorporation, or by the By-Laws) shall be vested in and

         exercised by the Board of Directors.

 

                  (e) The stockholders and directors shall have the power, if

         the By-Laws so provide, to hold their respective meetings within or

         without the State of Delaware and may (except as otherwise required by

         statute) keep the Corporation's books outside the State of Delaware, at

         such places as from time to time may be designated by the By-laws or

         the Board of Directors.

 

                                 ARTICLE EIGHT

                                   AMENDMENTS

 

         The Corporation reserves the right to amend or repeal any provisions

contained in this Restated Certificate of Incorporation from time to time and at

any time in the manner now or hereafter prescribed in this Restated Certificate

of Incorporation and by the laws of the State of Delaware, and all rights herein

conferred upon stockholders are granted subject to such reservation.

 

                                  ARTICLE NINE

                          PARTICIPATION OF NON-CITIZENS

 

         The following provisions are included for the purpose of ensuring that

control and management of the Corporation remains with loyal citizens of the

United States and/or corporations formed under the laws of the United States or

any of the states of the United States, as required by the Communications Act of

1934, as the same may be amended from time to time.

 

                  (a) The Corporation shall not issue to "Aliens" (which term

         shall include (i) a person who is a citizen of a country other than the

         United States; (ii) any entity organized under the laws of a government

         other than the government of the United States or any

         state, territory, or possession of the United States; (iii) a

         government other than the government of the Untied States or of any

         state, territory, or possession of the United States; and (iv) a

         representative of, or an individual or entity controlled by, any of the

         foregoing), either individually or in the aggregate, in excess of

         twenty-five percent(25%) of the total number of shares of capital stock

         of the Corporation outstanding at any time and shall seek not to permit

         the transfer on the books of the Corporation of any capital stock to

         any Alien that would result in the total number of shares of such

         capital stock held by Aliens exceeding such twenty-five percent (25%)

         limit.

 

                  (b) No Alien or Aliens shall be entitled to vote or direct or

         control the vote of more than twenty-five percent (25%) of (i) the

         total number of shares of capital stock of the Corporation outstanding

         and entitled to vote at any time and from time to time, or (ii) the

         total voting power of all shares of capital stock of the Corporation

         outstanding and entitled to vote at any time and from time to time.

 

                  (c) No Alien shall be qualified to act as an officer of the

         Corporation, and no more than one-fourth of the total number of

         directors of the Corporation at any time and from time to time may be

         Aliens.

 

                  (d) The Board of Directors of the Corporation shall have all

         powers necessary to implement the provisions of this ARTICLE NINE.

 

                                  ARTICLE TEN

                      LIMITATION OF LIABILITY OF DIRECTORS

 

         No director of the Corporation shall be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a Director; provided, that the foregoing clause shall not apply to any

liability of a director (i) for any breach of the Director's duty of loyalty to

the Corporation or its stockholders, (ii) for acts or omissions not in good

faith or that involve intentional misconduct of a knowing violation of law,

(iii) under Section 174 of the General Corporation Law of the State of Delaware,

or (iv) for any transaction from which the director derived an improper personal

benefit. This Article Ten shall not eliminate or limit the liability of a

director for any act or omission occurring prior to the time this Article became

effective.

 

                                 ARTICLE ELEVEN

                                 INDEMNIFICATION

 

         The Corporation shall indemnify and hold harmless any director,

officer, employee or agent of the Corporation from and against any and all

expenses and liabilities that may be imposed upon or incurred by him in

connection with, or as a result of, any proceeding in which he may become

involved, as a party or otherwise, by reason of the fact that he is or was such

a director, officer, employee or agent of the Corporation or any subsidiary or

parent of the Corporation, whether or not he continues to be such at the time

such expenses and liabilities shall have been imposed or incurred, to the

fullest extent permitted by the laws of the State of Delaware, as they may be

amended from time to time. Without limiting the foregoing, a director of this

Corporation shall not be personally liable to the Corporation or its

stockholders for

monetary damages for breach of fiduciary duty as a director, except for

liability (i) for any breach of the director's duty of loyalty to the

Corporation or its stockholders, (ii) for acts or omissions not in good faith or

which involve intentional misconduct or a knowing violation of law, (iii) under

Section 174 of the Delaware General Corporation Law, or (iv) for any transaction

from which the director derived an improper personal benefit.

 

                                 ARTICLE TWELVE

                              REGULATORY COMPLIANCE

 

         The Corporation shall not do, nor shall it cause any act to be done,

that would cause it to be in violation of the Communications Act of 1934 or of

the rules and regulations promulgated thereunder, as the same may be amended

from time to time.

 

                                 * * * * * * * *

 

                                  CERTIFICATION

 

         The undersigned hereby certify as follows;

 

         1.       They are the President and Secretary, respectively, of Saga

                  Communications, Inc. (the "Corporation").

 

         2.       The Second Restated Certificate of Incorporation of Saga

                  Communications, Inc., was duly adopted by the Board of

                  Directors of the Corporation in accordance with the provisions

                  of Section 245 of the Delaware General Corporation Law, as

                  amended.

 

         IN WITNESS WHEREOF, the undersigned have signed this certificate on

December 12, 2003, and hereby affirm and acknowledge under penalty of perjury

that the filing of the Second Restated Certificate of Incorporation is the act

and deed of the Corporation.

 

                                         SAGA COMMUNICATIONS, INC.

 

 

                                         By: /S/ EDWARD K. CHRISTIAN

                                             Edward K. Christian, President

 

 

CERTIFICATE OF AMENDMENT
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
SAGA COMMUNICATIONS, INC.

Pursuant to Sections 228 and 242 of
the General Corporation Law
of the State of Delaware

     SAGA COMMUNICATIONS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     

FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Certificate of Amendment to the Corporation’s Second Restated Certificate of Incorporation, Article Four of the Second Restated Certificate of Incorporation is amended by adding Section 4.3 as follows:

 

4.3 Reverse Stock Split. Each four (4) shares of the Corporation’s Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $.01 per share (the “Class B Common Stock”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock and Class B Common Stock, respectively, without any further action by the Corporation or the holder thereof. No fractional shares shall be issued and instead, a fraction of a share will be rounded up to one whole share. Each certificate that immediately prior to the Effective Time represented shares of Class A Common Stock or Class B Common Stock, as the case may be (the “Old Certificates”), shall thereafter represent that number of shares of Class A Common Stock or Class B Common Stock, as the case may be, into which the shares of Class A Common Stock or Class B Common Stock, as the case may be, represented by the Old Certificate shall have been combined, subject to the rounding up of fractional share interests as described above.

     

SECOND: This Certificate of Amendment shall become effective as of January 28, 2009 at 11:59 p.m., Eastern Standard Time.

     

THIRD: This Certificate of Amendment was duly authorized by the Corporation’s Board of Directors and adopted by written consent of the Corporation’s stockholders in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 28th day of January, 2009.

 

 

 

 

 

 

SAGA COMMUNICATIONS, INC.
 

 

 

By:  

/s/ Edward K. Christian  

 

 

 

Name:  

Edward K. Christian 

 

 

 

Title:  

President, Chief Executive Officer and Chairman