Certificate of Amendment to Certificate of Designation of Series 2006-A Preferred Stock of Harold's Stores, Inc.

Summary

Harold's Stores, Inc. has amended its Certificate of Designation for the Series 2006-A Preferred Stock. The amendment reduces the number of authorized shares for this series from 100,000 to 75,000. Of these, 25,000 shares are currently issued and outstanding. The remaining 25,000 shares that were previously designated will return to an undesignated status. This change was approved by the company's Board of Directors and is effective upon filing with the Oklahoma Secretary of State.

EX-4.2 3 exh4-2_14593.txt CERTIFICATE OF AMENDMENT EXHIBIT 4.2 ----------- CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF THE SERIES 2006-A PREFERRED STOCK ($0.01 PAR VALUE) OF HAROLD'S STORES, INC. Pursuant to Section 1032 of the Oklahoma General Corporation Act WHEREAS, a Certificate of Designation setting forth certain resolutions of the Corporation's Board of Directors establishing the powers, preferences, rights and limitations of the Corporations Series 2006-A Preferred Stock, par value $0.01 per share, of Harold's Stores, Inc. was filed with the Oklahoma Secretary of State on January 24, 2006 and was corrected by Certificate of Correction filed with the Oklahoma Secretary of State on August 31, 2006 (the "Certificate of Designation"); WHEREAS, the undersigned officers of Harold's Stores, Inc., an Oklahoma corporation (the "Corporation"), do hereby execute and file this Certificate of Amendment to the Certificate of Designation pursuant to the provisions of Section 1032 of the Oklahoma General Corporation Act to reflect the changes set forth below: 1. The Certificate of Designation designated 100,000 shares of the Corporation's authorized and unissued preferred stock as Series 2006-A Preferred Stock; 2. The Corporation presently has 25,000 shares of such Series 2006-A Preferred Stock issued and outstanding; 3. The Board of Directors of the Corporation has authorized and directed by a duly adopted resolution that the number of shares of the Corporation's authorized preferred stock designated as Series 2006-A Preferred Stock be decreased from 100,000 to 75,000; and 4. Therefore, upon the filing of this amendment to the Certificate of Designation, 25,000 shares of the Corporation's authorized but unissued preferred stock shall resume the undesignated status which they had prior to the adoption by the Board of Directors of the aforementioned resolutions set forth in the Certificate of Designation. Signature page follows this page. IN WITNESS WHEREOF, Harold's Stores, Inc. has caused this certificate to be duly executed on its behalf by the undersigned, Leonard Snyder, Interim Chief Executive Officer, and attested by Jodi L. Taylor, its Secretary, this 31st day of August, 2006. HAROLD'S STORES, INC. By: /s/ Leonard Snyder ------------------------ Leonard Snyder Interim Chief Executive Officer ATTEST: /s/ Jodi L. Taylor - -------------------------- Jodi L. Taylor, Secretary