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CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
HISPANIC BROADCASTING CORPORATION
Hispanic Broadcasting Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Second Amended and Restated Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and
directing that the amendment proposed be submitted for approval to the
stockholders of said corporation at the next annual meeting of the
stockholders of said corporation. The amendment proposes to amend
Section 4.1 of the Second Amended and Restated Certificate of
Incorporation to be and read as follows:
"4.1 AUTHORIZED SHARES. The total number of shares of capital stock
which the Corporation shall have authority to issue is 230,000,000
shares, consisting of three classes of capital stock:
(a) 175,000,000 shares of Class A Common Stock, par value $.001
per share (the "Class A Shares");
(b) 50,000,000 shares of Class B Common Stock, par value $.001 per
share (the "Class B Shares" and, together with the Class A
Shares, the "Common Shares"); and
(c) 5,000,000 shares of Preferred Stock, par value $.001 per share
(the "Preferred Stock")".
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said Hispanic Broadcasting Corporation has caused
this certificate to be signed by McHenry T. Tichenor, Jr., its authorized
officer, this 25th day of May, 2000.
/s/ McHenry T. Tichenor, Jr.
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McHenry T. Tichenor, Jr.
