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Exhibit 4.3
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF THE
14% REDEEMABLE PREFERRED STOCK
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned Chief Executive Officer of STC Broadcasting, Inc., a
Delaware corporation (the "Corporation"), certifies that pursuant to authority
granted to and vested in the Board of Directors of the Corporation (the
"Board") by the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation and in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware, the Board
has duly adopted the following resolutions amending the STC Broadcasting, Inc.
Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of 14% Redeemable Preferred
Stock and Qualifications, Limitations and Restrictions Thereof, as amended on
March 18, 1997 (the "Certificate of Designation"):
WHEREAS, the Board is authorized, within the limitations and
restrictions stated in the Amended and Restated Certificate of Incorporation of
the Corporation to fix by resolution or resolutions the designation of each
series of stock and the powers, preferences and such other subjects or matters
as may be fixed by resolution or resolutions of the Board under the General
Corporation Law of the State of Delaware; and
WHEREAS, pursuant to such authority granted to the Board, the
Corporation filed the Certificate of Designation with the Secretary of State of
the State of Delaware effective as of February 28, 1997, as amended on March
18, 1997; and
WHEREAS, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, it is the desire of the Board, pursuant to its authority as
aforesaid, to amend and restate paragraph (a) of the Certificate of Designation
to increase the amount of designated shares of the Corporation's 14% Redeemable
Preferred Stock to 597,000 shares as hereinafter set forth in order to have a
sufficient number of shares to pay dividends in additional whole shares of 14%
Redeemable Preferred Stock, which amendment has been approved by the requisite
consent of the stockholders of the Corporation.
NOW, THEREFORE, BE IT RESOLVED, that the proposal by the Board to
amend and restate paragraph (a) of the Certificate of Designation to read in
its entirety as follows, be, and it hereby is, authorized, approved and adopted
in all respects:
(a) Designation. There is hereby created out of the authorized
and unissued shares of Preferred Stock of the Corporation a class of Preferred
Stock designated as "14% Redeemable Preferred Stock." The number of shares
constituting such class shall be 597,000. The initial liquidation preference of
the Redeemable Preferred Stock shall be $100.00 per share.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the 30th day of August, 2000.
STC BROADCASTING, INC
/s/ Robert N. Smith
-------------------------------------
Name: Robert N. Smith
Title: Chief Executive Officer
