AMENDED AND RESTATED STOCKHOLDER AGREEMENT

EXHIBIT 4.3

AMENDED AND RESTATED STOCKHOLDER AGREEMENT

AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of November 7, 2005, among PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (together with its successors, the “ Company ”), NBC UNIVERSAL, INC. (f/k/a NATIONAL BROADCASTING COMPANY, INC.), a Delaware corporation (together with its successors, the “ Investor ”), and Mr. LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, a Nevada limited partnership, and PAXSON ENTERPRISES, INC., a Nevada corporation (collectively, the “ Paxson Stockholders ”).

W I T N E S S E T H:

WHEREAS, on September 15, 1999, the Investor, and certain of its Affiliates, invested $415,000,000 (the “ Initial Investment ”) in the Company, and, in connection with the Initial Investment,

WHEREAS, since the date of the Initial Investment, certain disputes have arisen among the parties as to their rights and obligations under the Existing Agreements, and the parties have agreed to resolve those disputes and restructure the Initial Investment, subject to the terms and conditions of the Transaction Agreements;

NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the parties hereto hereby agree to amend and restate the Original Stockholder Agreement as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“ Affiliate ” shall mean, with respect to any Person, any other Person that controls, is controlled by, or is under common control with, such Person, including the executive officers and directors of such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Agreement ” shall mean this Agreement, as from time to time amended, modified or supplemented.

“ Beneficially Own ” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“ Board of Directors ” shall mean the Board of Directors of the Company as from time to time constituted.

“ Business Day ” shall mean any day, other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close.

“ Call Agreement ” shall mean the Call Agreement, dated as of the date hereof, between NBC Palm II and the Paxson Stockholders, as from time to time amended, modified or supplemented.

“ Call Closing ” shall have the meaning set forth in Section 2.3 of the Call Agreement.

“ Call Right ” shall have the meaning set forth in Section 2.1 of the Call Agreement.

“ Call Period ” shall have the meaning set forth in Section 1.1 of the Call Agreement.

“ Call Shares ” shall have the meaning set forth in Section 1.1 of the Call Agreement.

“ Certificate of Designation ” shall mean the Amended and Restated Certificate of Designation of the Series B Preferred Stock, filed with the Secretary of State of the State of Delaware on or prior to the date hereof, as from time to time amended, modified or supplemented.

“ Change of Control ” shall mean, with respect to the Company, (i) any Person (including a Person’s Affiliate), other than a Permitted Holder, Beneficially Owning 50% or more of the Total Voting Power, (ii) any Person (including a Person’s Affiliate), other than a Permitted Holder, Beneficially Owning more than 33 1/3% of the Total Voting Power, and the Permitted Holders Beneficially Owning, in the aggregate, a lesser percentage of the Total Voting Power than such other Person and not having the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors, (iii) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Common Stock is converted into cash, securities or other property, other than a consolidation or merger of the Company in which the holders of Common Stock of the Company outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the total voting power of the common stock of the surviving corporation immediately after such consolidation or merger, (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of the Company has been approved by a majority of the directors then still in office who either were directors at the beginning of such period or whose election or recommendation for election was previously so approved) cease to constitute a majority of the Board of Directors or (v) any “change of control” occurs (as defined at such time) with respect to any outstanding preferred stock or indebtedness of the Company.

“ Class A Common Stock ” shall mean the shares of Class A Common Stock, par value $0.001 per share, of the Company.

“ Class B Common Stock ” shall mean the shares of Class B Common Stock, par value $0.001 per share, of the Company.

“ Class C Common Stock ” shall mean the shares of Class C Non-Voting Common Stock, par value $0.001 per share, of the Company.

“ Common Stock ” shall mean the Class A Common Stock, Class B Common Stock and Class C Common Stock, par value $0.001 per share, and any other class of common stock of the Company hereafter created and any securities of the Company into which such Common Stock may be reclassified, exchanged or converted.

“ Communications Act ” shall have the meaning set forth in Section 1.1 of the Investment Agreement.

“ Company ” shall have the meaning set forth in the preamble hereto.

“ Company CEO ” shall mean the chief executive officer of the Company appointed on the date hereof in connection with the execution of the Transaction Agreements and any successor, unless the initial Company CEO was terminated by the Company without Cause or the initial Company CEO resigned for Good Reason (in each case, as such terms are defined in the Burgess Employment Agreement (as defined in the Master Agreement)).

“ Company Sale ” shall have the meaning set forth in Section 9.5 of the Investment Agreement.

“ Company Stations ” shall mean, collectively, each full service television, low power television and television translator station owned and operated by the Company or any Company Subsidiary.

“ Conversion Shares ” shall mean the shares of Common Stock into which the shares of Series B Preferred Stock are convertible, as such shares may be equitably adjusted to reflect any stock dividend or distribution on, stock split or reverse stock split of, or similar event with respect to Common Stock (other than the issuance of preferred stock of the Company to the Eligible Stockholders pursuant to Section 3.6(b) hereof) and any merger, consolidation, combination, reclassification, recapitalization or similar transaction involving Common Stock.

“ DMA ” shall have the meaning set forth in Section 1.1 of the Investment Agreement.

“ Early Tender Offer ” shall have the meaning set forth in Section 3.5(b).

“ EDP Attribution ” shall have the meaning set forth in Section 4.1(a).

“ Effective Date ” shall mean the date hereof.

“ Eligible Stockholders ” shall have the meaning set forth in Section 3.6(b).

“ Escrow Agent ” shall mean the escrow agent named in the Escrow Agreement or any successor thereto.

“ Escrow Agreement ” shall mean the Escrow Agreement to be entered into among the Investor, the Paxson Stockholders and the Escrow Agent within three Business Days following the Effective Date, as from time to time amended, modified or supplemented.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Existing Agreements ” shall have the meaning set forth in the recitals hereto.

“ Existing Preferred Stock ” shall mean the (i) 14 1/4% Cumulative Junior Exchangeable Preferred Stock and (ii) 9 3/4% Series A Convertible Preferred Stock, collectively.

“ Expiration Date ” shall have the meaning set forth in Section 3.5(c).

“ FCC ” shall mean the Federal Communications Commission and any successor governmental entity performing functions similar to those performed by the Federal Communications Commission on the date hereof.

“ FCC Single Majority Stockholder ” shall mean a Person who holds or has the right to vote shares of voting stock having more than 50% of the Total Voting Power of all of the outstanding Voting Stock and voting stock equivalents of the Company, whether such shares of voting stock are issued to such Person or such Person’s Affiliate.

“ 14 1/4% Cumulative Junior Exchangeable Preferred Stock ” shall mean the 14 1/4% Cumulative Junior Exchangeable Preferred Stock, par value $0.001 per share, issued pursuant to the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 13 1/4% Cumulative Junior Exchangeable Preferred Stock and Qualifications, Limitations and Restrictions Thereof, filed on August 7, 1998.

“ Grantee ” shall have the meaning set forth in Section 3.3(b).

“ Independent ” shall mean, with respect to a director or proposed director, that such person is (i) “independent”, as determined in accordance with Section 121A of the Company Guide of the American Stock Exchange rules and (ii) was not employed by, engaged by or affiliated with the Company, the Investor or any Paxson Stockholder or any of their Affiliates within the past three years.

“ Initial Investment ” shall have the meaning set forth in the recitals hereto.

“ Initial Expiration Date ” shall have the meaning set forth in Section 3.5(c).

“ Investment Agreement ” shall mean the Amended and Restated Investment Agreement, dated as of the date hereof, between the Company and the Investor, as such agreement may from time to time be amended, modified or supplemented.

“ Investor ” shall have the meaning set forth in the preamble hereto.

“ Investor Call Right Termination ” shall have the meaning set forth in Section 1.1 of the Call Agreement.

“ Investor Call Right Termination Amount ” shall mean the amount of $105,000,000, increasing at a rate per annum equal to 10% from October 1, 2005 through the date of the Investor Call Right Termination.

“ Investor Nominee ” shall mean any individual proposed by a Permitted Transferee for election to the Board of Directors, which individual (i) shall not have an attributable interest in the Investor or any entity having an attributable interest in a broadcast license for purposes of the FCC and (ii) shall be Independent.

“ Investor Rights ” shall mean the rights of the Investor set forth in Articles II, III and IV of this Agreement and in Articles IV and VI, other than Section 6.12, of the Investment Agreement.

“ Investor Transfer Restriction Period ” shall mean the period commencing on the Effective Date and ending on the earlier of the exercise of the Call Right by the Investor or a Permitted Transferee, as applicable, or the date of the Investor Call Right Termination.

“ Issuance Restriction Period ” shall mean the period commencing on the Effective Date and ending on the earlier of (i) the consummation of the Early Tender Offer or the Tender Offer, as the case may be, or (ii) the termination of the Restricted Period.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same effect as any of the foregoing).

“ Master Agreement ” shall mean the Master Transaction Agreement, dated as of the date hereof, among the Company, the Investor, the Paxson Stockholders, Paxson Management Corporation, NBC Palm I and NBC Palm II, as from time to time amended, modified or supplemented.

“ Material Adverse Effect ” shall mean a material adverse effect on (i) with respect to the Company, the business, assets, operations or financial or other condition of the Company and the Company Subsidiaries taken as a whole or (ii) with respect to any party to any Transaction Agreement, the ability of such party to perform its obligations under such Transaction Agreement to which it is a party.

“ Minimum Investment ” shall have the meaning set forth in Section 1.1 of the Investment Agreement.

“ 9 3/4% Series A Convertible Preferred Stock ” shall mean the 9 3/4% Series A Convertible Preferred Stock, par value $0.001 per share, issued pursuant to the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 9 3/4% Series A Convertible Preferred Stock and Qualifications, Limitations and Restrictions Thereof, dated as of June 9, 1998.

“ NBC Palm I ” shall mean NBC Palm Beach Investment I, Inc., a California corporation.

“ NBC Palm II ” shall have the meaning set forth in the recitals hereto.

“ New Exchange Debentures ” shall have the meaning set forth in paragraph (n) of the Certificate of Designation.

“ Observers ” shall have the meaning set forth in Section 2.1(a).

“ Offer Documents ” shall have the meaning set forth in Section 3.5(c).

“ Offer Price ” shall mean $1.25 per share of Class A Common Stock to be offered in a Tender Offer, increasing at a rate per annum equal to 10% from October 1, 2005 through the date of the commencement of the Tender Offer, as such price may be equitably adjusted to reflect (i) any stock dividend or distribution on, stock split or reverse stock split of, or similar event with respect to Common Stock, (ii) any merger, consolidation, combination, reclassification, recapitalization or similar transaction involving Common Stock and (iii) any issuance of Common Stock for consideration less than fair market value on the date of issue (other than shares issued pursuant to Stock-Based Compensation Awards or upon conversion or exchange of convertible or exchangeable securities the conversion or exchange price of which was not less than the fair market value on the date of issue) or, except as set forth in the Transaction Agreements, any repurchase or redemption of Common Stock by the Company at a price greater than fair market value on the date of repurchase or redemption.

“ Offeror ” shall have the meaning set forth in Section 3.5(c).

“ Operating Rights ” shall mean the rights of the Investor set forth in Section 7.2 of the Investment Agreement.

“ Original Call Agreement ” shall have the meaning set forth in the recitals hereto.

“Original Investment Agreement ” shall have the meaning set forth in the recitals hereto.

“ Original Registration Rights Agreement ” shall have the meaning set forth in the recitals hereto.

“ Original Stockholder Agreement ” shall have the meaning set forth in the recitals hereto.

“ Parent ” shall mean General Electric Company, a New York corporation.

“ Paxson ” shall mean Mr. Lowell W. Paxson.

“ Paxson Estate Planning Affiliates ” shall mean collectively, (i) all limited partners of Second Crystal Diamond Limited Partnership, other than Paxson and Paxson Enterprises, Inc., and (ii) Marla J. Paxson, the children or other lineal descendants (whether adoptive or biological) of Paxson and any revocable or irrevocable inter vivos or testamentary trust (including any trustee of such trust in his or her capacity as trustee) or the probate estate (including any executor or executrix of such estate in his or her capacity as such) of any such individual, so long as one or more of the foregoing individuals is the principal beneficiary of such trust or probate estate, or any corporation, partnership, limited liability company or other entity in which any of the foregoing individuals has a controlling interest.

“ Paxson Shares ” shall mean, as of any date of determination, all shares of Common Stock held at such time by any Paxson Stockholder.

“ Paxson Stockholders ” shall have the meaning set forth in the preamble hereto and any other stockholders that become parties to this Agreement pursuant to Section 6.11 after the date hereof, including, without limitation, any Paxson Estate Planning Affiliates.

“ Permitted Holders ” shall mean, collectively, any Paxson Stockholder and the spouse, children or other lineal descendants (whether adoptive or biological) of Paxson and any revocable or irrevocable inter vivos or testamentary trust or the probate estate of any such individual, so long as one or more of the foregoing individuals is the principal beneficiary of such trust or probate estate.

“ Permitted Liens ” shall mean (i) mechanics’, carriers’, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (ii) Liens arising under original purchase price conditioned sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice, (iii) statutory Liens for taxes not yet due and payable, (iv) Liens securing the indebtedness included as “long-term debt” on the June 30, 2005 financial statements of the Company or securing any indebtedness that replaces or refinances any of such indebtedness and (v) other encumbrances or restrictions or imperfections of title which do not materially impair the continued use and operation of the assets to which they relate.

“ Permitted Transferee ” shall have the meaning set forth in the Section 3.10.

“ Person ” shall mean an individual, corporation, unincorporated association, partnership, group (as defined in subsection 13(d)(3) of the Exchange Act), trust, joint stock company, joint venture, business trust or unincorporated organization, limited liability company, any governmental entity or any other entity of whatever nature.

“ Refinance ” shall mean, in respect of any capital stock, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, or retire, or to issue other capital stock in exchange or replacement for, such capital stock.

“ Restricted Period ” shall mean the period commencing on the Effective Date and ending on the earlier of the Call Closing or the date of the Investor Call Right Termination.

“ Same Market Station ” shall mean any Company Station (i) in which the Investor would be permitted to have an attributable interest under the ownership rules adopted by the FCC in MM Docket Nos. 94-150, 92-51 and 87-154, as such rules may be amended from time to time, and (ii) which, even if the Investor were deemed to have an attributable interest therein, would not increase the Investor’s national broadcast coverage as calculated under the FCC’s national ownership rules because the Investor has an owned or operated television station in the same DMA. For the purpose of this definition, a television station shall be deemed to be “operated” by the Investor if the Investor supplies more than 15% of the total weekly broadcast programming hours of such station.

“ Schedule 14D-9 ” shall have the meaning set forth in Section 3.5(c).

“ Schedule TO ” shall have the meaning set forth in Section 3.5(c).

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series B Preferred Stock ” shall mean the 11% Series B Convertible Exchangeable Preferred Stock, par value $0.001 per share, of the Company.

“ Senior Secured Floating Rate Notes ” shall mean the Company’s Senior Secured Floating Rate Notes due 2010 issued pursuant to the Indenture, dated as of January 12, 2004, among the Company, the subsidiary guarantors named therein and The Bank of New York, as trustee.

“ Settlement Agreement ” shall mean the Settlement Agreement, dated as of the date hereof, between the Investor and the Company, as from time to time amended, modified or supplemented.

“ Stock-Based Compensation Awards ” shall mean options, restricted stock and any other stock-based compensation awards issued or issuable under any of the Company’s Stock Incentive Plan, 1996 Stock Incentive Plan, 1998 Stock Incentive Plan or any other stock-based compensation plan approved by the Board of Directors or any employment, consulting or similar agreements in effect as of the date hereof or entered into after the date hereof and approved by the Board of Directors.

“ Stockholder Meeting ” shall mean the first annual meeting of the stockholders of the Company occurring after the date hereof, which meeting the Company shall hold and convene no later than June 30, 2006, in order to vote on certain matters including, but not limited to, the Stockholder Proposals, and any adjournment thereof or action or approval by stockholder consent with respect to all or any part of the Stockholder Proposals; provided that if the Investor or a Permitted Transferee, as applicable, exercises the Call Right prior to such time, the Company shall seek stockholder approval of the Stockholder Proposals as soon as practicable and all reasonable and customary documented expenses incurred by the Company in connection with seeking stockholder approval of the Stockholder Proposals prior to the first annual meeting shall be borne by the Investor or a Permitted Transferee, as applicable.

“ Stockholder Proposals ” shall mean the proposals to be submitted to the stockholders of the Company for approval of: (i) an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of Common Stock, Class A Common Stock and Class C Common Stock to not less than 857,000,000, 505,000,000 and 317,000,000, respectively; (ii) a stock-based compensation plan to authorize the issuance of an additional 50 million shares of Class A Common Stock pursuant to Stock-Based Compensation Awards which may be granted to certain senior executives of the Company; (iii) the issuance of the Conversion Shares if and to the extent required to satisfy conditions to the listing thereof under applicable rules of the American Stock Exchange; and (iv) any other matters necessary to consummate the transactions contemplated by the Transaction Agreements.

“ Subject Securities ” shall mean the Series B Preferred Stock, the Conversion Shares and the Call Shares.

“ Subsequent Period ” shall have the meaning set forth in Section 3.5(c).

“ Subsidiary ” shall mean, as to any Person, a corporation, partnership, limited liability company, joint venture or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly, through one or more intermediaries (including, without limitation, other Subsidiaries), or both, by such Person.

“ 10 3/4% Senior Subordinated Notes ” shall mean the Company’s 10 3/4% Senior Subordinated Notes due 2008 issued pursuant to the Indenture, dated as of July 12, 2001, among the Company, the subsidiary guarantors named therein and The Bank of New York, as trustee.

“ Tender Offer ” shall mean an offer to purchase for cash at the Offer Price, by the Investor or a Permitted Transferee, as applicable, pursuant to Regulation 14D under the Exchange Act, any and all of the issued and outstanding shares of Class A Common Stock, conducted in accordance with the provisions of Section 3.5 of this Agreement, other than (i) any shares of Class A Common Stock held by any Paxson Stockholders or any Paxson Estate Planning Affiliates on the date of the commencement of a Tender Offer and (ii) any shares of Class A Common Stock issued after the Effective Date upon the exercise, grant or vesting of any Stock-Based Compensation Awards or upon conversion or exchange of convertible or exchangeable securities, unless such shares are issued pursuant to any contractual obligations of the Company as existing immediately prior to the Effective Date.

“ Tender Offer Event ” shall have the meaning set forth in Section 3.5(a).

“ Total Voting Power ” shall mean, with respect to any corporation, the total number of votes which may be cast in the election of directors of such corporation if all securities entitled to vote in the election of such directors (excluding shares of preferred stock that are entitled to elect directors only upon the occurrence of customary events of default) are present and voted.

“ Transaction Agreements ” shall have the meaning set forth in Section 1 of the Master Agreement.

“ Transfer ” shall mean, with respect to any shares of capital stock or the Call Right, any direct or indirect sale, assignment, pledge, offer or other transfer or disposal of any interest in such capital stock or right.

“ 12 1/4% Senior Subordinated Discount Notes ” shall mean the Company’s 12 1/4% Senior Subordinated Discount Notes due 2009 issued pursuant to the Indenture, dated as of January 14, 2002, among the Company, the subsidiary guarantors named therein and The Bank of New York, as trustee.

“ Voting Stock ” shall mean shares of the capital stock and any other securities of the Company having the ordinary power to vote in the election of directors of the Company.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Board of Directors.

(a) The Investor may appoint two representatives (“ Observers ”) to receive notice of and have the right to attend all meetings of the Board of Directors and any of its standing committees and receive copies of all materials distributed to members of the Board of Directors at the same time such materials are distributed to members of the Board of Directors, subject to (i) the letter agreements between the Company and each of Paul Bird and James Stewart, dated April 27, 2004, and between the Company and the Investor, dated April 29, 2004, and (ii) any similar conflict-of-interest restrictions that the Company may impose on any other Observers who may be appointed by the Investor. Such Observers shall have no right to vote on any matters presented to the Board of Directors.

(b) Unless the Communications Act and the rules and regulations promulgated by the FCC prohibit a Permitted Transferee from having board nomination or similar rights, at the request of the Permitted Transferee, the Company shall have the right, but not the obligation, to nominate up to three Investor Nominees for election or appointment to the Board of Directors as part of the management slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, and shall provide the same support for the election of each such Investor Nominee as it provides to other persons standing for election as directors of the Company as part of the Company’s management slate, but in no event shall the Permitted Transferee have the right to appoint any directors to the Board of Directors.

(c) Notwithstanding the foregoing, Section 2.1(b) shall terminate on, and have no further force and effect from and after, the termination of the Restricted Period.

Section 2.2 Certain Matters Relating to Directors .

(a) The Company shall use reasonable best efforts to cause the Board of Directors to consist of nine members, comprised of not more than two employee directors, one of whom shall be the chief executive officer of the Company, and the remainder of whom shall be Independent directors.

(b) The Company shall engage an executive search firm of recognized national standing as soon as practicable, but in no event later than five Business Days following the Effective Date, and shall use reasonable best efforts to fill the four vacancies on the Board of Directors existing as of the Effective Date as promptly as practicable following the Effective Date.

ARTICLE III

CERTAIN AGREEMENTS

Section 3.1 Financial Statements and Other Reports. The Company shall deliver, or cause to be delivered to the Investor:

(a)  Monthly Financials : as soon as practicable and in any event within 30 days after the end of each calendar month of the Company, copies of all monthly financial reports prepared for the chief executive officer or the chief operating officer of the Company with respect to the Company and its consolidated Subsidiaries for and as of the end of such month, including, without limitation, a monthly balance sheet and income statement and a comparison of the income statement to the budget;

(b)  Quarterly Financials : as soon as practicable and in any event within five days after it files them with the SEC, a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such period, and the related unaudited consolidated statements of income and of cash flows, as contained in the Form 10-Q for such fiscal quarter provided by the Company to the SEC, and if such Form 10-Q is no longer required to be so provided by the Company, then the Company shall provide the Investor, within 45 days after the end of each fiscal quarter of the Company, with comparable financial statements, certified by the chief financial officer of the Company that they fairly present the financial position and results of operations of the Company and its consolidated Subsidiaries, as appropriate, as at the end of such periods and for such periods, subject to changes resulting from audit and normal year-end adjustments;

(c)  Year-End Financials : as soon as practicable and in any event within five days after it files them with the SEC, or if the Company is no longer required to file such statements with the SEC, within 90 days after the end of each fiscal year of the Company, the audited consolidated balance sheet of the Company and its consolidated Subsidiaries, as at the end of such year, and the related consolidated statements of income, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for such fiscal year, (1) accompanied by a report thereon of independent certified public accountants selected by the Company, which report shall state that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards without any limitations being imposed on the scope of such examination and (2) certified by the chief financial officer of the Company that they fairly present the financial position and results of operations of the Company and its consolidated Subsidiaries, as at the dates and for the periods indicated, as appropriate;

(d)  Accountants’ Certification : so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to this Section 3.1 shall be accompanied by a written statement of the Company’s independent certified public accountants that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company is not in compliance with the terms of the instruments governing its outstanding debt or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly for any failure to obtain knowledge of any such violation;

(e)  Accountants’ Reports : promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all significant reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit;

(f)  Reports and Filings : within five days after the same are sent, copies of all financial statements and reports which the Company sends to its stockholders;

(g)  Events of Default etc. : promptly upon, but in any event no later than five Business Days after, any executive officer of the Company obtaining knowledge (1) of any condition or event that constitutes a violation or default, or becoming aware that any lender has given any notice or taken any other action with respect to a claimed violation or default under the instruments governing then outstanding debt and preferred stock, (2) that any Person has given any notice to the Company or any of its Subsidiaries or taken any other action with respect to a claimed default or event or condition that would be required to be disclosed in a Current Report on Form 8-K filed by the Company with the SEC or (3) of any condition or event which has had or could reasonably be expected to have a Material Adverse Effect, an officer’s certificate specifying the nature and period of existence of such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed violation, default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto;

(h)  Litigation : promptly upon any executive officer of the Company obtaining knowledge of (1) the institution of any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any Company Subsidiary not previously disclosed by the Company to the Investor, or (2) an