Amendment to Article Three Clause Samples
The "Amendment to Article Three" clause establishes the process and authority for making changes to the third article of an agreement or contract. Typically, this clause outlines who must consent to the amendment, such as both parties or a specific governing body, and may require that changes be made in writing and signed by authorized representatives. Its core function is to provide a clear and agreed-upon method for updating or modifying the terms of Article Three, ensuring that any alterations are valid, transparent, and mutually accepted, thereby preventing disputes over unauthorized or informal changes.
Amendment to Article Three. Article Three of the Indenture is hereby amended and restated to read in its entirety as follows:
Amendment to Article Three. The third paragraph of --------------------------- Section 305 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to the Debentures, to read in its entirety as follows: "Subject to Sections 206 and 207, at the option of the Holder, any series of Debentures may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Debentures for Exchange Debentures), upon surrender of the Debentures to be exchanged at such office or agency. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures which the Securityholder making the exchange is entitled to receive; provided, that -------- no exchanges of Debentures for Exchange Debentures shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Debentures that are exchanged for Exchange Debentures shall be canceled by the Trustee."
Amendment to Article Three. The third paragraph of Section 305 of Article Three of the Indenture is hereby supplemented and amended, solely with respect to that series of Securities which consists of Debentures, to read in its entirety as follows: "Subject to Sections 204 and 207, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms (including an exchange of Debentures for Exchange Debentures), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive; provided, that no exchanges of Debentures for Exchange Debentures shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Debentures that are exchanged for Exchange Debentures shall be canceled by the Trustee."
Amendment to Article Three. Article Three of the Indenture is amended by the addition of a new Section 311 as follows: Section 311. Additional Interest Solely for the Benefit of the Holders of the 9.750% Notes due 2004. At any time on or after the date of the Third Supplemental Indenture, the interest rate payable on the 9.750% Notes due 2004 (for purposes of this Section 311, the “Notes”) shall be subject to adjustment from time to time as set forth below if Moody’s downgrades the rating established by such rating agency for the Notes to Bal or below or S&P downgrades the rating established by such rating agency for the Notes to BB+ or below:
(1) If the rating established for the Notes by ▇▇▇▇▇’▇ is changed to Ba1 or below or the rating established for the Notes by S&P is changed to BB+ or below the interest rate applicable to the Notes shall increase from the rate set forth on the face of the Notes by 1.00% per annum; provided, however, that if an increase in the interest rate applicable to the Notes has been made pursuant to this clause (1) as a result of a change in rating by one rating agency, no additional increase in the interest rate shall be made pursuant to this clause (1) as a result of any change in rating by the other rating agency;
(2) In addition to the increase in interest rate provided for in clause (1) above and the increase in interest rate, if any, provided for in clause (3) below, if the rating established for the Notes by ▇▇▇▇▇’▇ is changed to a rating set forth below, the interest rate applicable to the Notes shall increase by the percentage per annum set opposite such rating: Ba2 0.25% Ba3 0.50% B1 0.75% B2 1.00% B3 1.25% Caa1 1.50% Caa2 1.75% Caa3 2.00% Ca 2.25% C 2.50%
(3) In addition to the increase in interest rate provided for in clause (1) above and the increase in interest rate, if any, provided for in clause (2) above, if the rating established for the Notes by S&P is changed to a rating set forth below, the interest rate applicable to the Notes shall increase by the percentage per annum set opposite such rating: BB 0.25% BB- 0.50% B+ 0.75% B 1.00% B- 1.25% CCC+ 1.50% CCC 1.75% CCC- 2.00% CC 2.25% C 2.50% Each adjustment required by any change in rating as provided in clause (1) (subject to the proviso in clause (1)), (2) or (3), whether occasioned by the action of Moody’s or S&P, shall be made independently of, and shall be in addition to, any and all other adjustments required by each such other clause. If, subsequent to an adjustment in the interest...
Amendment to Article Three. (a) Section 3.03 of the Original Indenture is hereby amended by deleting the last sentence of the first paragraph of Section 3.03 and replacing it in its entirety with the following: "On presentation and surrender of such Notes subject to redemption at a Place of Payment and in the manner specified in such notice, such Notes or the specified portions thereof, as the case may be, shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, however, except as otherwise provided in a Note or pursuant to Section 2.01 with respect to the Notes of any series, installments of interest on Notes that are due and payable on any Interest Payment Date falling on or prior to the applicable Redemption Date shall be payable to the holders of those Notes (or one or more Predecessor Notes thereof) registered as such at the close of business on the applicable Regular Record Date according to their terms and the provisions of Section 2.03."
(b) Section 3.05 of the Original Indenture is hereby amended by deleting the parenthetical phrase "(or at a price equal to the Amortized Face Amount for Original Issue Discount Notes and Zero Coupon Notes on the date of such repayment)" in the second paragraph of Section 3.05 and replacing such deleted parenthetical phrase with the following: "(or at such other price as may be specified for such Notes pursuant to Section 2.01)".