<PAGE>
 
                                                                     Exhibit 3.5

                          FOURTH AMENDED AND RESTATED
                          ---------------------------

                          CERTIFICATE OF INCORPORATION
                          ----------------------------

                                       OF
                                       --

                          COINMACH LAUNDRY CORPORATION
                          ----------------------------


          The undersigned, being the duly elected and authorized Senior Vice
President of Coinmach Laundry Corporation, a corporation duly organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify as follows:

          FIRST:    That the Corporation filed its original
Certificate of Incorporation with the Secretary of State of Delaware on March
31, 1995.  The name under which Coinmach Laundry Corporation was originally
incorporated is SAS Acquisitions Inc.

          SECOND: That the Board of Directors of the Corporation, in accordance
with Sections 141, 242 and 245 of the General Corporation Law of the State of
Delaware, duly adopted resolutions authorizing the Corporation to amend and
restate the Certificate of Incorporation in its entirety to read as set forth in
Exhibit A attached hereto and made a part hereto (the "Fourth Amended and
---------                                
Restated Certificate").

           THIRD: That thereafter, pursuant to said resolution, the Fourth
Amended and Restated Certificate was submitted for approval to the holders of
the outstanding shares of the Corporation entitled to vote thereon, which
approval was given at the 1998 Annual Meeting of Stockholders of the Corporation
pursuant to Section 211 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned officer of the Corporation, for
the purpose of amending and restating the Certificate of Incorporation of the
Corporation pursuant to the General Corporation Law of the State of Delaware,
under penalties of perjury does hereby declare and certify that this is the act
and deed of the Corporation and the facts stated herein are true, and
accordingly has hereunto signed this Fourth Amended and Restated Certificate of
Incorporation this 30th day of July, 1998.


                                 COINMACH LAUNDRY CORPORATION


                                      /s/ ROBERT M. DOYLE
                                 By:  _______________________________
                                      Robert M. Doyle
                                      Senior Vice President
<PAGE>
 
                                                                       EXHIBIT A
                          FOURTH AMENDED AND RESTATED
                          ---------------------------

                          CERTIFICATE OF INCORPORATION
                          ----------------------------

                                       OF
                                       --

                          COINMACH LAUNDRY CORPORATION
                          ----------------------------


                                  ARTICLE ONE
                                  -----------

          The name of the Corporation is COINMACH LAUNDRY CORPORATION.


                                  ARTICLE TWO
                                  -----------

          The address of the Corporation's registered office in the State of
Delaware is 15 East North Street in the City of Dover, County of Kent 19901.
The name of its registered agent at such address is United Corporate Services,
Inc.  The registered office and/or registered agent of the Corporation may be
changed from time to time by action of the board of directors of the Corporation
(the "Board of Directors" or the "Board").


                                 ARTICLE THREE
                                 -------------

          The purpose of the Corporation and the nature of the business to be
conducted or promoted by the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law (the "DGCL") either alone or with others through wholly or
partially owned subsidiaries, as a partner (limited or general) in any
partnership, as a joint venturer in any joint venture, or otherwise.


                                  ARTICLE FOUR
                                  ------------

          SECTION 1. The aggregate number of shares of stock which the
          ----------         
Corporation has authority to issue is 65,000,000, consisting of 20,000,000
shares of Series Preferred Stock, par value $.01 per share (the "Series
Preferred Stock"), 35,000,000 shares of Class A Common Stock, par value $.01 per
shares (the "Class A Common Stock") and 10,000,000 shares of Class B Non-Voting
Common Stock, par value $.01 per share (the "Class B Common Stock"). The Class A
Common Stock and the Class B Common Stock are collectively referred to herein as
the "Common Securities". All of such shares shall be issued and fully paid and
non-assessable shares, and the holder thereof shall not be liable for any
further payments in respect thereof.


          SECTION 2. The preferences, limitations, designations and relative
          ----------                                                 
rights of the shares of each class of stock of the Corporation and the
qualifications, limitations or restrictions thereof shall be as follows:

                                      -2-
<PAGE>
 
     A.                  Series Preferred Stock.
                         ---------------------- 

          1.     Authorization; Series; Provisions.
                 --------------------------------- 

          (a) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article Four, to provide for the
issuance of shares of Series Preferred Stock, in one or more series, and by
filing a certificate pursuant to the DGCL and adopting resolutions of the Board
of Directors, to establish from time to time the number of shares to be included
in each such series and to fix the designations, powers, preferences and rights
of the shares of each such series and the qualifications, limitations or
restrictions thereof.

          (b) Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Section 2, to authorize the issuance of one or
more series of Series Preferred Stock, and with respect to each such series to
fix by resolution or resolutions providing for the issuance of such series:

               (i)   the maximum number of shares to constitute such series and
     the distinctive designation thereof;

               (ii)   whether the shares of such series shall have voting
     rights, in addition to any voting rights provided by law, and, if so, the
     terms of such voting rights;

               (iii)    the dividend rate, if any, on the shares of such series,
     the conditions and dates upon which such dividends shall be payable, the
     preference or relation which such dividends shall bear to the dividends
     payable on any other class or classes or on any other series of capital
     stock, and whether such dividends shall be cumulative or noncumulative;

               (iv)   whether the shares of such series shall be subject to
     redemption by the Corporation and, if subject to redemption, the times,
     prices and other terms and conditions of such redemption;

               (v)   the rights of the holders of shares of such series upon the
     liquidation, dissolution or winding up of the Corporation;

               (vi)   whether or not the shares of such series shall be subject
     to the operation of a retirement or sinking fund and, if so, the extent to
     and manner in which any such retirement or sinking fund shall be applied to
     the purchase or redemption of the shares of such series for retirement or
     other corporate purposes and the terms and provisions relative to the
     operation thereof;

               (vii)    whether or not the shares of such series shall be
     convertible into, or exchangeable for, shares of stock of any other class
     or classes, or of any other series of the same class, and if so convertible
     or exchangeable, the price or prices or the rate or rates of conversion or
     exchange and the method, if any, of adjusting the same;

               (viii)    the limitations and restrictions, if any, to be
     effective while any shares of such series are outstanding upon the payment
     of dividends or making of other distributions on, and upon the purchase,
     redemption or other acquisition by the Corporation of, Common Securities or
     any other class or classes of stock of the Corporation ranking junior to
     the shares

                                      -3-
<PAGE>
 
     of such series either as to dividends or distribution of assets on
     liquidation, dissolution or winding up;

               (ix)   the conditions or restrictions, if any, upon the creation
     of indebtedness of the Corporation or upon the issue of any additional
     stock (including additional shares of such series or of any other series or
     of any other class stock) ranking on a parity with or prior to the shares
     of such series as to dividends or distribution of assets on liquidation,
     dissolution or winding up; and

               (x)   any other preference and relative, participating, optional
     or other special rights, and qualifications, limitations or restrictions
     thereof as shall not be inconsistent with this Section 2.

          2.   Series Identical; Rank.  All shares of any one series of Series
               ----------------------                                         
Preferred Stock shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ as to the dates
from which dividends, if any, thereon shall be cumulative; and all series shall
rank equally and be identical in all respects, except as permitted by the
foregoing provisions of subparagraph 1(b) hereof; and all shares of Series
Preferred Stock shall rank senior to the Common Securities both as to dividends
or distribution of assets on liquidation, dissolution or winding up.

          3.   Liquidation.  In the event of any liquidation, dissolution or
               -----------                                                  
winding up of the Corporation, before any payment or distribution of the assets
of the Corporation (whether capital or surplus) shall be made to or set apart
for the holders of any class or classes of stock of the Corporation ranking
junior to the Series Preferred Stock upon liquidation, the holders of the shares
of the Series Preferred Stock shall be entitled to receive payment at the rate
fixed herein or in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series, plus (if dividends on shares
of such series of Series Preferred Stock shall be cumulative) an amount equal to
all dividends (whether or not earned or declared) accumulated to the date of
final distribution to such holders; but they shall be entitled to no further
payment.  If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation or proceeds thereof, distributable
among the holders of the shares of the Series Preferred Stock, shall be
insufficient to pay in full the preferential amount aforesaid, then such assets,
or the proceeds thereof, shall be distributed among such holders ratably in
accordance with the respective amounts which would be payable on such shares if
all amounts payable thereon were paid in full.

          4.   Voting Rights.  Except as shall be otherwise stated and expressed
               -------------                                                    
herein or in the resolution or resolutions of the Board of Directors providing
for the issue of any series and except as otherwise required by applicable law,
the holders of shares of Series Preferred Stock shall have, with respect to such
shares, no right or power to vote on any question or in any proceeding or to be
represented at, or to receive notice of, any meeting of stockholders.

          5.   Reacquired Shares.  Shares of any Series Preferred Stock which
               -----------------                                             
shall be issued and thereafter acquired by the Corporation through purchase,
redemption, exchange, conversion or otherwise shall return to the status of
authorized but unissued Series Preferred Stock unless otherwise provided in the
resolution or resolutions of the Board of Directors.

          6.   Change in Authorized Shares of a Series.  Unless otherwise
               ---------------------------------------                   
provided in the resolution or resolutions of the Board of Directors providing
for the issuance thereof, the number of authorized shares of stock of any such
series may be increased or decreased (but not below the number of shares thereof
outstanding) by resolution or resolutions of the Board of Directors.  In case
the number

                                      -4-
<PAGE>
 
of shares of any such series of Series Preferred Stock shall be decreased, the
shares representing such decrease shall, unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the issuance
thereof, resume the status of authorized but unissued Series Preferred Stock,
undesignated as to series.

     B.   Common Securities.
          ----------------- 

          Except as otherwise provided in this Section 2B of Article Four or as
otherwise required by applicable law, all shares of Class A Common Stock and
Class B Common Stock shall be identical in all respects and shall entitle the
holders thereof to the same rights and privileges, subject to the same
qualifications, limitations and restrictions.

          1.   Voting Rights.  Except as otherwise provided in this Section 2B
               -------------                                                  
of Article Four or as otherwise required by applicable law, holders of Class A
Common Stock shall be entitled to one vote per share on all matters to be voted
on by the stockholders of the Corporation, and the holders of Class B Common
Stock shall have no right to vote on any matters to be voted on by the
stockholders of the Corporation; provided that the holders of Class B Common
Stock shall have the right to vote as a separate class on any merger or
consolidation of the Corporation with or into another entity or entities, or any
recapitalization or reorganization, in which shares of Class B Common Stock
would receive or be exchanged for consideration different on a per share basis
from consideration received with respect to or in exchange for the shares of
Class A Common Stock or would otherwise be treated differently from shares of
Class A Common Stock in connection with such transaction, except that shares of
Class B Common Stock may, without such a separate class vote, receive or be
exchanged for non-voting securities which are otherwise identical on a per share
basis in amount and form to the voting securities received with respect to or
exchanged for the Class A Common Stock so long as (i) such non-voting securities
are convertible into such voting securities on the same terms as the Class B
Common Stock is convertible into Class A Common Stock and (ii) all other
consideration is equal on a per share basis.

          2.   Dividends.  Subject to the rights of each series of the Series
               ---------                                                     
Preferred Stock, dividends may be declared and paid or set apart for payment
upon the Common Securities out of any assets or funds of the Corporation legally
available for the payment of dividends, and the holders of Class A Common Stock
and Class B Common Stock shall be entitled to participate in such dividends
ratably on a per share basis; provided that (i) if dividends are declared which
are payable in shares of Class A Common Stock or Class B Common Stock, dividends
shall be declared which are payable at the same rate on both classes of Common
Securities and the dividends payable in shares of Class A Common Stock shall be
payable to holders of that class of stock and the dividends payable in shares of
Class B Common Stock shall be payable to holders of that class of stock and (ii)
if the dividends consist of other voting securities of the Corporation, the
Corporation shall make available to each holder of Class B Common Stock, at such
holder's request, dividends consisting of non-voting securities of the
Corporation which are otherwise identical to the voting securities and which are
convertible into or exchangeable for such voting securities on the same terms as
the Class B Common Stock is convertible into the Class A Common Stock.

          3.   Liquidation.  Upon any liquidation, dissolution or winding up of
               -----------                                                     
the Corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled in accordance with Section 2A of
Article Four, the terms of any outstanding Series Preferred Stock and applicable
law, or an amount sufficient to pay the aggregate amount to which the holders of
the Series Preferred Stock of each series shall be entitled shall have been
deposited with a bank or trust company having capital, surplus and undivided
profits of at least Twenty-Five Million Dollars ($25,000,000) as a trust fund
for the benefit

                                      -5-
<PAGE>
 
of the holders of such Series Preferred Stock, the remaining net assets of the
Corporation shall be distributed pro rata to the holders of the Common
Securities and Series Preferred Stock.

          4.   Conversion.
               ---------- 

          4A.  Conversion of Non-Voting Common Stock.
               ------------------------------------- 

               (i) Each holder of Class B Common Stock is entitled at any time
to convert any or all of the shares of such holder's Class B Common Stock into
the same number of shares of Class A Common Stock (a "B/A Conversion Right");
provided, however, that as a precondition to any such conversion, each holder of
Class B Common Stock desiring to effect such a conversion becomes a party to and
executes any voting agreement or similar agreement in effect at such time among
a majority of the holders of Class A Common Stock, as the same may be revised or
modified from time to time; and provided further that no holder of Class B
Common Stock is entitled to exercise a B/A Conversion Right to the extent that
as a result of such exercise, such holder or its affiliates would directly or
indirectly own, control or have power to vote or dispose of a greater quantity
of securities of any kind issued by the Corporation than such holder and its
affiliates are permitted to own, control or have power to vote or dispose of
under any law or under any regulation, rule or other requirement of any
governmental authority at any time applicable to such holder and its affiliates;

               (ii) At any time and from time to time, any holder of Class A
Common Stock, which Class A Common Stock was received upon the exercise of a B/A
Conversion Right (the "Converted Shares"), shall be entitled to convert any or
all of the Converted Shares into the same number of shares of Class B Common
Stock (an "A/B Conversion Right" and, together with the B/A Conversion Right,
the "Conversion Rights"); provided, however, that such holder shall only be
entitled to convert Converted Shares into shares of Class B Common stock to the
extent that, after giving effect to such conversion, such holder and its
affiliates do not directly or indirectly own, control or have power to vote a
greater quantity of securities of any kind issued by the Corporation than such
holder and its affiliates are permitted to own, control or have power to vote
under any law, regulation, rule or other requirement of any governmental
authority at any time applicable to such holder and its affiliates.

          4B.  Conversion Procedure.
               -------------------- 

               (i)  Each exercise of a Conversion Right shall be effected by the
surrender of the certificate or certificates representing the shares to be
converted at the principal office of the Corporation at any time during normal
business hours, together with a written notice by the holder of such Class B
Common Stock or Converted Shares, as the case may be, stating that such holder
desires to convert such shares, or a stated number of such shares, represented
by such certificate or certificates into shares of Class A Common Stock or Class
B Common Stock, as the case may be, and stating that upon such conversion such
holder and its affiliates will not directly or indirectly own, control or have
the power to vote or dispose of a greater quantity of securities of any kind
issued by the Corporation than such holder and its affiliates are permitted to
own, control or have the power to vote or dispose of under any applicable law,
regulation, rule or other requirement of any governmental authority.  Each
conversion shall be deemed to have been effected as of the close of business on
the date on which such certificate or certificates have been surrendered and
such notice has been received, and at such time the rights of the holder of the
Class B Common Stock or Converted Shares, as the case may be, shall cease and
the person or persons in whose name or names the certificate or certificates for
shares of Class A Common Stock or Class B Common Stock, as the case may be, are
to be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

                                      -6-
<PAGE>
 
          (ii)  Promptly after the surrender of certificates and the receipt of
written notice, the Corporation shall issue and deliver in accordance with the
surrendering holder's instructions (a) the certificate or certificates for the
Class A Common Stock or Class B Common Stock, as the case may be, issuable upon
exercise of the Conversion Rights and (b) a certificate representing any share
of Class A Common Stock or Class B Common Stock, as the case may be, which was
represented by the certificate or certificates delivered to the Corporation in
connection with the exercise of a Conversion Right, but which were not
converted.

          (iii)  The issuance of certificates for Class A Common Stock and Class
B Common Stock upon exercise of Conversion Rights shall be made without charge
to the holders of such shares for any issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such conversion and the
related issuance of Class A Common Stock or Class B Common Stock.

          (iv)  The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Class A Common Stock, solely for
the purpose of issuance upon the conversion of the Class B Common Stock, such
number of shares of Class A Common Stock issuable upon the conversion of all
outstanding Class B Common Stock.  All shares of Class A Common Stock which are
so issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take all such actions as may be necessary to assure that all such shares of
Class A Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Class A Common Stock may be listed (except for official
notice of issuance which will be immediately transmitted by the Corporation upon
issuance).

          (v)  The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class B Common Stock, solely for the
purpose of issuance upon the conversion of the Converted Shares, such number of
shares of Class B Common Stock issuable upon the conversion of all outstanding
Converted Shares.  All shares of Class B Common Stock which are so issuable
shall, when issued, be duly and validly issued, fully paid and nonassessable and
free from all taxes, liens and charges.  The Corporation shall take all such
actions as may be necessary to assure that all such shares of Class B Common
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Class B Common Stock may be listed (except for official notice of
issuance which will be immediately transmitted by the Corporation upon
issuance).

          (vi)  The Corporation shall not close its books against the transfer
of shares of Common Securities in any manner which would interfere with the
timely conversion of any shares of Class A Common Stock or Class B Common Stock
permitted by this Fourth Amended and Restated Certificate of Incorporation.

          (vii)  Transfer Taxes, etc.  If a shareholder exercises a Conversion
                 --------------------                                         
Right, the Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Class A Common Stock or Class B
Common Stock, as the case may be, upon such conversion.  However, the
shareholder shall pay any such tax which is due if and because the shares are
issued in a name other than that of such holder.

          4C.  Stock Splits.  If the Corporation in any manner subdivides or
               ------------                                                 
combines the outstanding shares of one class of Common Securities, the
outstanding shares of the other class of Common Securities shall be
proportionately subdivided or combined in a similar manner.

                                      -7-
<PAGE>
 
          5.  Amendment and Waiver.  No amendment or waiver of any provision of
              --------------------                                             
this Section 2B of Article Four which adversely affects the holders of the Class
B Common Stock hereunder shall be effective without the prior approval of the
holders of a majority of the then-outstanding Class B Common Stock, voting as a
separate class.

          C.   General Provisions
               ------------------

          1.   Nonliquidating Events.  A consolidation or merger of the
               ---------------------                                   
Corporation with or into another corporation or corporations or a sale, whether
for cash, shares of stock, securities or properties, or any combination thereof,
of all or substantially all of the assets of the Corporation shall not be deemed
or construed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Article Four.

          2.   No Preemptive Rights.  No holder of Series Preferred Stock or
               --------------------                                         
Common Securities of the Corporation shall be entitled, as such, as a matter of
right, to subscribe for or purchase any part of any new or additional issue of
stock of any class or series whatsoever or of securities convertible into stock
of any class whatsoever, whether now or hereafter authorized and whether issued
for cash or other consideration, or by way of dividend.


                                  ARTICLE FIVE
                                  ------------

          The Corporation is to have perpetual existence.


                                  ARTICLE SIX
                                  -----------

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, and the directors need not be
elected by ballot unless required by the Third Amended and Restated Bylaws of
the Corporation, as the same may be amended and restated from time to time (the
"Bylaws").  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend,
change, add to or repeal the Bylaws.


                                 ARTICLE SEVEN
                                 -------------

          Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws.  The Board of Directors
shall from time to time decide whether and to what extent and at what times and
under what conditions and requirements the accounts and books of the
Corporation, or any of them, except the stock book, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any books or documents of the Corporation except as conferred by
applicable law or as authorized by the Board of Directors.


                                 ARTICLE EIGHT
                                 -------------

          Subject to the rights of the holders of any series of Series Preferred
Stock, (A) any action required or permitted to be taken by the stockholders of
the Corporation must be effected at an annual

                                      -8-
<PAGE>
 
or special meeting of stockholders of the Corporation and may not be effected in
lieu thereof by any consent in writing by such stockholders unless a majority of
the Board approves the use of such written consent with respect to the taking of
such action, and (B) special meetings of stockholders of the Corporation may be
called by the chairman of the Board, the president of the Corporation or the
Board of Directors only pursuant to a resolution adopted by the affirmative vote
of at least two members of the Board then in office.


                                  ARTICLE NINE
                                  ------------

          (a) Subject to the rights of the holders of any series of Series
Preferred Stock, the number of directors which shall constitute the whole Board
shall be such as from time to time shall be fixed by resolution adopted by
affirmative vote of a majority of the Board of Directors, except that such
number shall not be less than five (5) nor more than fifteen (15), the exact
number to be determined by resolution adopted by affirmative vote of a majority
of the board of directors.  The Board shall at all times be comprised of at
least two (2) Independent Directors; provided, however, that such requirement
                                     --------  -------                       
shall not apply at any time on or prior to October 15, 1996.  For the purposes
of this Fourth Amended and Restated Certificate of Incorporation, "Independent
Director" shall mean: (i) a director of the Corporation who shall at no time be
an officer or employee of the Corporation or of any direct or ultimate parent,
subsidiary or affiliate of the Corporation, (ii) a director of the Corporation
who shall at no time hold any beneficial interest in the Corporation and (iii) a
director of the Corporation who shall at no time have a relationship which, in
the opinion of a majority of the members of the Board of Directors, would
interfere with his or her exercise of independent judgment in carrying out his
or her responsibilities as a director.

          The directors of the Corporation shall be divided into three classes
designated as follows:  Class I, Class II and Class III.  Membership in such
classes shall be as nearly equal in number as possible.  The terms of office of
the initial Class I directors shall expire at the annual election of directors
by the stockholders of the Corporation in 1997,  the term of office of the
initial Class II directors shall expire at the annual election of directors by
the stockholders of the Corporation in 1998, and the term of office of the
initial Class III directors shall expire at the annual election of directors by
the stockholders of the Corporation in 1999, or thereafter when their respective
successors in each case are elected by the stockholders and qualified, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office for cause.  At each succeeding annual election of directors by the
stockholders of the Corporation beginning in 1997, the directors chosen to
succeed those whose terms then expire shall be identified as being of the same
class as the directors they succeed and shall be elected for a term expiring at
the third succeeding annual election of directors by the stockholders of the
Corporation, or thereafter when their respective successors in each case are
elected by the stockholders and qualified.  If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.

          Vacancies and newly created directorships resulting from any increase
in the number of directors may be filled only by the affirmative vote of the
majority of the Board of Directors then in office, although less than a quorum,
or by a sole remaining director.  Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.

                                      -9-
<PAGE>
 
          Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Fourth Amended and Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Section (a) of Article NINE unless expressly provided
by such terms.

          (b) Except to the extent prohibited by law, the Board of Directors
shall have the right (which, to the extent exercised, shall be exclusive) to
establish the rights, powers, duties, rules and procedures that from time to
time shall govern the Board of Directors and each of its members, including
without limitation the vote required for any action by the Board of Directors,
and that from time to time shall affect the directors' power to manage the
business and affairs of the Corporation; and no bylaw shall be adopted by
stockholders which shall impair or impede the implementation of the foregoing.


                                  ARTICLE TEN
                                  -----------

          (a) This Fourth Amended and Restated Certificate of Incorporation may
be amended, altered, or repealed and a new certificate of incorporation adopted
at any meeting of the Board of Directors by the affirmative vote of a majority
of the total number of directors then in office; provided, however, that: (i)
                                                 --------  -------           
ARTICLE EIGHT, ARTICLE NINE and this ARTICLE TEN of this Fourth Amended and
Restated Certificate of Incorporation shall not be altered, amended or repealed
by, and no provision inconsistent herewith shall be adopted by, the stockholders
without the affirmative vote of the holders of at least 75% of the Class A
Common Stock, voting together as a single class; and (ii) no modification,
amendment or waiver of any provision of ARTICLE FOUR of this Fourth Amended and
Restated Certificate of Incorporation which:

               (x) materially and adversely affects the rights of any class of
     Common Securities vis-a-vis any other class of Common Securities shall be
     effective without the prior approval of the holders of a majority of the
     class of Common Securities adversely affected and then outstanding;

               (y) materially and adversely affects the rights of any holder of
     any shares of the same class of Common Securities shall be effective
     without the prior approval of such holder; and

               (z) affects the conversion rights or conversion features of any
     class of Common Securities, shall be effective without the prior approval
     of the holders of a majority of such class of Common Securities affected
     and then outstanding.

          (b) The By-laws may be amended, altered, or repealed and new By-laws
adopted at any meeting of the Board of Directors by the affirmative vote of a
majority of the total number of directors then in office.  The stockholders of
the Corporation may only amend, alter or repeal the By-laws by a vote of not
less than two-thirds of the outstanding shares of Class A Common Stock, voting
together as a single class; provided, however, that Sections 2 and 11 of Article
                            --------  -------                                   
II, Sections 2, 3, 4 and 5 of Article III and Article V of the By-laws shall not
be altered, amended or repealed by, and no provision inconsistent therewith
shall be adopted by, the stockholders of the Corporation without the affirmative
vote of the holders of at least 75% of the outstanding shares of the Class A
Common Stock, voting together as a single class.

                                      -10-
<PAGE>
 
                                 ARTICLE ELEVEN
                                 --------------

          (a) To the fullest extent permitted by the DGCL as it now exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.

          (b) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                 ARTICLE TWELVE
                                 --------------

          The Corporation expressly elects to be governed by Section 203 of the
DGCL.

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