ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
AMTRAN, INC.
Date of Incorporation: October 23, 1984
AMTRAN, INC. (hereinafter referred to as the "CORPORATION"),
an Indiana corporation existing pursuant to the provisions of the Indiana
Business Corporation Law, as amended (hereinafter referred to as the "ACT"),
desiring to give notice of corporate action effectuating amendment of its
Articles of Incorporation, as previously restated (the "ARTICLES OF
INCORPORATION"), certifies the following facts:
ARTICLE I
THE AMENDMENT
1. NAME. The name of the Corporation following this amendment continues to
be Amtran, Inc.
2. CREATION OF NEW ARTICLE XIII. Upon effectiveness of these Articles of
Amendment, the Corporation's Articles of Incorporation shall be amended by
adding a new Article XIII, the exact text of which is as follows:
ARTICLE XIII
DESIGNATIONS, RIGHTS AND PREFERENCES OF
SERIES A1 PREFERRED STOCK
The designations, rights, preferences, limitations and
restrictions of the shares of Preferred Stock, without par value, to be
designated as "Series A1 Preferred Stock" (in addition to those set forth
elsewhere in the Corporation's Articles of Incorporation) are hereby fixed as
follows:
1. NUMBER OF SHARES. The number of shares of Series A1
Preferred Stock shall initially be 500 shares, which number from time to time
may be increased or decreased (but not decreased below the number of shares of
the series then outstanding) in accordance with the provisions of the Act,
subject to the rights of holders of the Series A1 Preferred Stock under Section
8 hereof. Shares of Series A1 Preferred Stock redeemed or purchased by the
Corporation, or exchanged for subordinated debt of the Corporation in accordance
with the provisions hereof, shall be canceled and shall revert to authorized but
unissued shares of Preferred Stock undesignated as to series.
2. DEFINITIONS AND CONSTRUCTION. As used in this Article XII,
(a) "business day" means each day that is not a Saturday, Sunday or other
day on which banking institutions in the City of New York are authorized or
required by law or executive order to be closed;
(b) "herein", "hereof", "hereunder" and other like words mean or refer to
this Article XII;
(c) "Junior Stock" means the Common Stock and any other class or series of
stock of the Corporation hereafter authorized, the terms of which do not
expressly provide that such class or series ranks senior to or on a parity with
the Series A1 Preferred Stock as to dividend distributions and distributions
upon the liquidation, winding up or dissolution of the Corporation;
(d) "outstanding", when used with reference to shares of stock, means
issued shares, excluding shares held by the Corporation or a subsidiary;
(e) "Parity Stock" means any class or series of stock of the Corporation
authorized, (including but not limited to any preferred stock whether
convertible or not, that is issued to an equipment lessor) the terms of which
expressly provide that such class or series will rank on a parity with the
Series A1 Preferred Stock as to dividend distributions and distributions upon
the liquidation, winding up or dissolution of the Corporation;
(f) "person" means any corporation, partnership, trust, organization,
association or other entity or individual;
(g) headings are for convenience of reference only and shall not define,
limit or affect any of the provisions hereof; and
(h) references to Sections are to Sections of this Article XII.
3. DIVIDENDS. The holders of Series A1 Preferred Stock shall be entitled to
receive, when and if declared by the Board of Directors, but only out of funds
legally available therefor, cumulative cash dividends at the annual rate of
8.44% of the Liquidation Amount (as defined below) (the "DIVIDEND RATE") per
share, and no more, payable semiannually in equal amounts of 4.22% of the
Liquidation Amount on the 15th day of December and June, respectively, in each
year (or if any such date is not a business day, on the next succeeding business
day) commencing on June 15, 2001, with respect to the semiannual dividend period
(or portion thereof) ending on the day preceding such respective dividend
payment date, to holders of record on the respective date, not more than 60 nor
less than ten days preceding such dividend payment date, fixed for such purpose
by the Board of Directors in advance of payment of each particular dividend.
Dividends payable on the Series A1 Preferred Stock for any period shorter than a
full semiannual period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends on shares of Series A1 Preferred
Stock shall be cumulative from the last dividend payment date, or if no
dividends have been paid on the outstanding shares of Series A1 Preferred Stock,
from the date of issuance, whether or not the Corporation has the funds legally
available therefor. Accumulations of dividends on the Series A1 Preferred Stock
shall bear interest at the Dividend Rate. Interest on accumulations of dividends
shall be payable in cash, or at the option of the Corporation, in additional
shares of Series A1 Preferred Stock valued at their Liquidation Amount (as
defined below).
So long as any shares of Series A1 Preferred Stock remain
outstanding, the Corporation may not pay or declare any dividend, nor make any
distribution on any Junior Stock, other than a dividend payable solely in Junior
Stock, and shall not purchase, redeem or otherwise acquire for consideration,
directly or indirectly, any Junior Stock (other than as a result of a
reclassification of Junior Stock into Junior Stock, or the exchange or
conversion of one share of Junior Stock for or into another share of Junior
Stock, and other than through the use of the proceeds of a substantially
contemporaneous sale of other shares of Junior Stock), unless (i) all accrued
and unpaid dividends (including any interest thereon) on all outstanding shares
of Series A1 Preferred Stock have been paid in full and the full dividend
thereon for the then current semiannual dividend period shall have been paid or
declared and set apart for payment and (ii) all prior redemption requirements
with respect to Series A1 Preferred Stock shall have been complied with. When
dividends are not paid in full upon the Series A1 Preferred Stock and any Parity
Stock, all dividends declared upon shares of Series A1 Preferred Stock and all
Parity Stock shall be declared PRO RATA so that the amount of dividends declared
per share on the Series A1 Preferred Stock and all such Parity Stock shall in
all cases bear to each other the same ratio that accrued dividends per share on
the shares of Series A1 Preferred Stock and all such Parity Stock bear to each
other. Subject to the foregoing, and not otherwise, such dividends (payable in
cash, stock or otherwise) as may be determined by the Board of Directors may be
declared and paid on any Junior Stock from time to time out of any funds legally
available therefor, and the Series A1 Preferred Stock shall not be entitled to
participate therein.
4. LIQUIDATION RIGHTS.
(a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (any such event being a
"LIQUIDATION TRANSACTION") the Series A1 Preferred Stock shall rank prior to any
shares of Junior Stock, so that in the event of any Liquidation Transaction,
whether voluntary or involuntary, the holders of Series A1 Preferred Stock shall
be entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or earnings,
before any distribution is made to holders of Junior Stock, an amount per share
equal to $100,000 per share (the "LIQUIDATION AMOUNT") for each outstanding
share of Series A1 Preferred Stock, plus an amount equal to all accrued and
unpaid dividends (including any interest thereon) (such sum being referred to as
the "LIQUIDATION PREFERENCE" for the Series A1 Preferred Stock).
(b) If, upon any Liquidation Transaction, the assets of the Corporation, or
proceeds thereof, shall be insufficient to pay the full Liquidation Preference
to all holders of the Series A1 Preferred Stock, then such assets, or the
proceeds thereof, shall be divided and distributed PRO RATA among the holders of
the Series A1 Preferred Stock and the holders of any Parity Stock in accordance
with the aggregate respective liquidation preferences of the Series A1 Preferred
Stock and all such Parity Stock.
(c) For purposes of this Section 4, any sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of
assets of the Corporation representing all or substantially all of the assets of
the Corporation and its subsidiaries (other than Lockheed 1011 and Boeing 727
aircraft) determined on a consolidated basis in a single transaction or series
of related transactions shall be deemed a Liquidation Transaction.
Notwithstanding anything contained herein to the contrary, a sale, conveyance,
exchange or transfer (for cash, shares of stock, securities, or other
consideration) of any or all Lockheed 1011 or Boeing 727 aircraft shall not be
deemed a Liquidation Transaction.
(d) After payment shall have been made in full to all holders of Series A1
Preferred Stock, as provided in this Section 4, the holders of the Junior Stock
shall, subject to the respective terms and provisions applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the shares of Series A1 Preferred Stock shall not be entitled to
share therein.
5. REDEMPTION.
(a) OPTIONAL REDEMPTION. The Corporation may redeem for cash, in whole at
any time, or in part from time to time, the shares of Series A1 Preferred Stock
at the time outstanding, upon notice given as hereinafter specified, at the
redemption price in effect at the redemption date as provided in this Section 5;
PROVIDED, HOWEVER, that prior to the third anniversary of the date of issuance
of the Series A1 Preferred Stock, no shares of Series A1 Preferred Stock may be
redeemed except as provided in paragraph (b) below or pursuant to Section 9(b)
hereof. The redemption price per share shall equal the Liquidation Amount plus
all accrued and unpaid dividends (including any interest thereon) and the
redemption premium specified below. If redeemed during the 12-month period
commencing on the date of issuance of the Series A1 Preferred Stock of the years
set forth below the redemption premiums shall be as follows:
2003 4.22%
2004 3.38%
2005 2.53%
2006 1.69%
2007 and thereafter no redemption premium
(b) REDEMPTION IN THE CASE OF A PUBLIC OFFERING OF COMMON STOCK. Prior to
the third anniversary of the date of issuance of the Series A1 Preferred Stock,
with the proceeds of one more sales of its Common Stock in a public offering,
the Corporation may redeem the shares of the Series A1 Preferred Stock at the
time outstanding, in whole at any time, or in part from time to time, upon
notice given as hereinafter specified at a price equal to the Liquidation Amount
plus all accrued and unpaid dividends (including any interest thereon) plus an
amount equal to the Dividend Rate times the Liquidation Amount of the Series A1
Preferred Stock to be redeemed. Sales of the Corporation's Common Stock in a
public offering shall include the sale by the Corporation of securities that are
convertible, exchangeable or exercisable for Common Stock ("CONVERTIBLE
SECURITIES"). The proceeds from such public offerings that the Corporation shall
be entitled to use to redeem the Series A1 Preferred Stock in accordance with
the terms of this paragraph (b) shall equal the net amount that the Corporation
received at the time of issuance of such Convertible Securities; PROVIDED,
HOWEVER, that the Corporation shall not be entitled to redeem any shares of
Series A1 Preferred Stock with any such proceeds prior to the time the related
Convertible Securities are converted, exchanged or exercised for Common Stock.
(c) MANDATORY REDEMPTION. The Corporation shall redeem any outstanding
shares of Series A1 Preferred Stock in equal semiannual installments each
December 28 and June 28, beginning on such date in 2010 and ending on such date
in 2015 which is the anniversary of the date of the issuance of the Series A1
Preferred Stock for an amount in cash equal to the Liquidation Amount plus all
accrued and unpaid dividends (including any interest thereon).
(d) NOTICE OF REDEMPTION. Notice of every redemption of Series A1 Preferred
Stock shall be mailed by first class mail, postage prepaid, addressed to the
holders of record of the shares to be redeemed at their respective last
addresses as they appear in the books of the Corporation. Such mailing shall be
at least ten days and not more than 60 days prior to the date fixed for
redemption. Any notice that is mailed in the manner herein provided shall be
conclusively presumed to have been duly given to any holder of Series A1
Preferred Stock designated for redemption, whether or not the shareholder
receives such notice by mail. Furthermore, the validity of the proceedings for
the redemption of any shares of Series A1 Preferred Stock of any shareholder
shall not be affected by any defect in any notice given to any other
shareholder. Such notice shall set forth
(A) the time and date for the redemption;
(B) the number of shares to be redeemed and if less than all shares of
Series A1 Preferred Stock held by a holder are to be redeemed, the number of
such holder's shares to be redeemed;
(C) the redemption price;
(D) the place or places where certificates for the shares are to be
surrendered for redemption; and
(E) that dividends on the shares to be redeemed will cease to accrue on the
redemption date (unless the Corporation shall default in redeeming the shares on
the redemption date.
(e) REDEMPTIONS IN PART. In case of any redemption of only a part of the
shares of Series A1 Preferred Stock at the time outstanding, the redemption may
be PRO RATA, by lot or by any other method as may be determined by the Board of
Directors in its sole discretion to be equitable as set forth in a certificate
of the Secretary or Assistant Secretary of the Corporation filed with the
transfer agent or agents for the Series A1 Preferred Stock. The Board of
Directors shall have full power and authority, subject to the provisions herein
contained, to prescribe the terms and conditions upon which Series A1 Preferred
Stock shall be redeemed from time to time.
(f) EFFECT OF REDEMPTION. If notice of redemption shall have been duly
given, and if on or before the redemption date specified therein all funds
necessary for such redemptions shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the PRO RATA benefit of
the holders of the shares called for redemption, so as to be and continue to be
available therefor, then, notwithstanding that any certificate for shares so
called for redemption shall not have been surrendered for cancellation, on and
after such redemption date, all shares so called for redemption shall no longer
be deemed outstanding and all rights with respect to such shares shall forthwith
on such redemption date cease and terminate, except only the right of the
holders thereof to receive the amount payable on redemption thereof, without
interest. Any funds so deposited and unclaimed at the end of two years from such
redemption date shall, to the extent permitted by law, be released or repaid to
the Corporation, after which time the holders of the shares so called for
redemption shall look only to the Corporation for payment thereof.
Any funds so deposited or set aside by the Corporation which shall not be
required for such redemption because of the exercise of any right of exchange by
the Corporation set forth in Section 6 below subsequent to the date of such
deposit shall be released or repaid to the Corporation forthwith.
6. EXCHANGE FOR EXCHANGE NOTES.
(a) OPTIONAL EXCHANGE FOR EXCHANGE NOTES. On any dividend payment date or
as otherwise provided in Section 9(b) hereof, upon notice given in accordance
with paragraph (b) below, the Corporation may, at its option, in whole, but not
in part, exchange all outstanding shares of Series A1 Preferred Stock for
subordinated notes of the Corporation, the terms of which are set forth in Annex
B to the Purchase and Investor Rights Agreement dated as of December 13, 2000
between the Corporation and Boeing Capital Corporation (the "EXCHANGE NOTES").
The Exchange Notes shall be issued under the Indenture dated as of December 11,
1998, among the Corporation, the Guarantors named therein and First Security
Bank, as trustee, as the same may be amended from time to time or under an
indenture having substantially the same terms (in either case, the "INDENTURE").
Holders of outstanding shares of Series A1 Preferred Stock shall be entitled to
receive for each share of Series A1 Preferred Stock held, an Exchange Note, the
principal amount of which shall equal the Liquidation Amount plus any accrued
and unpaid dividends (including any interest thereon) through the date of
exchange of the shares of Series A1 Preferred Stock for which it is exchanged
(the "EXCHANGE AMOUNT"). Notwithstanding anything foregoing to the contrary,
Exchange Notes shall only be issued in principal amounts of $1,000 and integral
multiples of $1,000 in excess thereof. Any holder that as a result of such
exchange would have been entitled to receive Exchange Notes the aggregate
principal amount of which would not have equaled $1,000 or integral multiples
thereof shall be entitled to receive an amount in cash equal to the difference
between the Exchange Amount and the aggregate principal amount of the Exchange
Notes to be issued to such holder. Such amount shall be payable to any such
holder at the time the Exchange Notes are issued or shall have been set aside
for the payment thereof.
(b) NOTICE OF EXCHANGE. Notice of the exchange of all outstanding shares of
Series A1 Preferred Stock for Exchange Notes shall be mailed by first class
mail, postage prepaid, addressed to the holders of record of the Series A1
Preferred Stock at their respective last addresses as they appear on the books
of the Corporation. Such mailing shall be at least ten days and not more than 60
days prior to the date fixed for the exchange (the "EXCHANGE DATE"). Any notice
that is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the shareholder receives such notice by
mail. Such notice shall set forth
(A) the Exchange Date;
(B) the place or places where certificates for the shares are to be
surrendered for exchange;
(C) that dividends on the shares to be exchanged shall cease to accrue on
the Exchange Date (unless the Corporation shall default in issuing the Exchange
Notes on the Exchange Date or in making the any required payment in connection
with such exchange); and
(D) the aggregate principal amount of Exchange Notes that shall be issued
in exchange for the outstanding shares of Series A1 Preferred Stock.
(c) EFFECT OF EXCHANGE. Notwithstanding that any certificate for shares of
Series A1 Preferred Stock shall not have been surrendered for cancellation upon
the Exchange Date set forth in the notice described in paragraph (b) above, on
and after such Exchange Date, all shares of Series A1 Preferred Stock shall be
deemed no longer outstanding and all rights with respect to such shares shall
forthwith on such Exchange Date cease and terminate.
7. STATUS OF SHARES. Upon any redemption, repurchase, exchange or other
acquisition by the Corporation of shares of Series A1 Preferred Stock, the
shares of Series A1 Preferred Stock, so redeemed, repurchased, exchanged or
acquired shall be retired and canceled and shall not be available for
reissuance.
8. VOTING RIGHTS. (a) The holders of shares of the Series A1 Preferred
Stock shall not have the right to vote on or consent to any matter as
shareholders of the Corporation, except as required by applicable law or as
otherwise provided below. All matters on which the holders of the Series A1
Preferred Stock have the right to vote may be approved at an annual or special
meeting by holders of the minimum number of shares of Series A1 Preferred Stock
that would be required to approve a matter if all shares were present and voting
at a meeting called to consider such matter or may be approved by one or more
written consents signed by all of the holders of shares of Series A1 Preferred
Stock.
(b) The consent of holders of at least a majority of the outstanding shares
of Series A1 Preferred Stock (voting separately as a class but excluding from
any calculation any shares of Series A1 Preferred Stock held by the Corporation
or any subsidiary thereof), shall be necessary to amend, alter or repeal any of
the provisions of this Article XIII of the Articles of Incorporation of the
Corporation which would adversely affect the powers, preferences or rights of
the holders of the shares of Series A1 Preferred Stock then outstanding.
(c) If at any time the equivalent of three semiannual dividends payable on
the outstanding shares of Series A1 Preferred Stock are accrued and unpaid,
whether or not consecutive and whether or not declared, the holders of all
outstanding shares of Series A1 Preferred Stock, voting as a single class,
together with the holders entitled to vote all other series of preferred stock
of the Corporation that rank PARI PASSU with or senior to the Series A1
Preferred Stock and have similar voting rights, shall be entitled to elect at
the next annual meeting of shareholders of the Corporation 25% of the directors
to the Corporation's Board of Directors, but no less than three directors (or
such greater number as shall be provided in any other series of preferred stock
that shall at the time be entitled to vote with the Series A1 Preferred Stock to
elect directors). The proportion of the total vote of all holders of preferred
stock entitled to vote for such directors attributable to the holders of the
Series A1 Preferred Stock shall be based on the percentage the aggregate
Liquidation Amount for all outstanding shares of Series A1 Preferred Stock bears
to the aggregate liquidation amounts of all other shares of preferred stock
entitled to vote. Such directors shall serve until all accumulated and unpaid
dividends have been paid or declared and funds sufficient for their payment have
been set aside therefor.
(d) In the event that Moody's Investors Service, Inc. ("MOODY'S") or
Standard and Poor's Corporation ("S&P") shall advise the Corporation in writing
that its senior unsecured credit rating will be reduced to C1 (in the case of
Moody's) or C+ (in the case of S&P) as a result of (i) the acquisition by the
Corporation or a subsidiary of the assets and liabilities of a third party in a
single transaction or a series of related transactions, the net asset value of
which equals 10% or more of the Corporation's net consolidated assets as set
forth in its most recent publicly available balance sheet; or (ii) a merger with
a third party in a single transaction or a series of related transactions
involving either the acquisition or disposition of 10% or more of the
Corporation's consolidated net assets as set forth in its most recent publicly
available balance sheet (in either case, a "MATERIAL TRANSACTION") then, unless
the Corporation shall offer to purchase all shares of Series A1 Preferred Stock
then outstanding at a price equal to their Liquidation Amount plus all accrued
and unpaid dividends (including any interest thereon) and shall purchase any and
all shares of Series A1 Preferred Stock tendered pursuant to such offer prior to
or concurrently with the consummation of the Material Transaction, the
affirmative vote of at least a majority of the Series A1 Preferred Stock shall
be required prior to the consummation of the Material Transaction (voting
separately as a single class but excluding from any calculation any shares held
by the Corporation or any subsidiary thereof) given in person or by proxy at any
annual meeting or special meeting of shareholders called for such purpose.
Notwithstanding anything foregoing to the contrary, a Material Transaction shall
not include any sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of any or all Lockheed 1011 or Boeing
727 aircraft.
(e) For the avoidance of doubt, except as otherwise set forth in this
Section 8 or as required by law, the holders of the Series A1 Preferred Stock
shall not have the right to vote or consent with respect to (i) the increase or
decrease in the amount of authorized capital stock of any class, other than
capital stock that is of the same class as the Series A1 Preferred Stock, (ii)
the authorization, creation (by way of reclassification or otherwise) or
issuance by the Board of Directors of any series of Preferred Stock that will
rank subordinate to the Series A1 Preferred Stock as to dividend distributions
and distributions upon the liquidation, winding up or dissolution of the
Corporation or any obligation or security convertible into or exercisable for or
exchangeable into or evidencing a right to purchase, shares of any series of
Preferred Stock that will rank subordinate to the Series A1 Preferred Stock or
the issuance by the Board of Directors of any previously authorized class of
capital stock of the Corporation that will rank subordinate to the Series A1
Preferred Stock, or (iii) any merger, acquisition, disposition or share exchange
involving the Corporation where no shareholder vote is otherwise required or
pursuant to which the holders of the Series A1 Preferred Stock receive cash at
least equal to the Liquidation Amount.
(f) The consent of holders of at least a majority of the outstanding shares
of Series A1 Preferred Stock (voting separately as a class but excluding from
any calculation any shares of Series A1 Preferred Stock held by the Corporation
or any subsidiary thereof) given in person or by proxy, at any annual meeting or
special meeting of the shareholders called for such purpose, shall be necessary
to (i) increase the authorized number of shares of Series A1 Preferred Stock and
(ii) to authorize, create (by way of reclassification or otherwise) or issue by
the Board of Directors of any series of Preferred Stock that will rank PARI
PASSU with or senior to the Series A1 Preferred Stock as to dividend
distributions or distributions upon the liquidation, winding up or dissolution
of the Corporation or any obligation or security convertible into or exercisable
for or exchangeable into or evidencing a right to purchase shares of any series
of Preferred Stock that will rank PARI PASSU with or senior to the Series A1
Preferred Stock or issue by the Board of Directors of any previously authorized
class of capital stock of the Corporation that will rank PARI PASSU with or
senior to the Series A1 Preferred Stock.
9. TAX TREATMENT OF SERIES A1 PREFERRED STOCK. (a) The Corporation will
treat the Series A1 Preferred Stock as equity for federal income tax purposes
and expects that holders of Series A1 Preferred Stock will be entitled to the
70% dividends-received deduction that is set forth in Section 243(a)(1) of the
Internal Revenue Code of 1986, as amended (the "CODE"). In the event that within
the period between December 28, 2000 and June 28, 2002 one or more amendments to
the Code are enacted that reduce the percentage (the "DRD PERCENTAGE") of the
dividends-received deduction set forth in Code Section 243(a)(1) (or any
successor provision) below 70%, the Corporation shall, unless otherwise
prohibited by law, pay to holders of the outstanding shares of Series A1
Preferred Stock such additional dividends ("ADDITIONAL AMOUNTS") as may be
necessary to ensure that the amount of any dividend payments such shareholders
are entitled to receive net of any U.S. Federal income tax liability arising in
respect of such payments, equal the net after-tax amount that would have
remained in the absence of such reduction in the DRD Percentage. Notwithstanding
the foregoing, the Corporation shall only be required to pay such additional
amounts to the extent of any change in the DRD Percentage from 70% to a DRD
Percentage of not less than 50% and for purposes of this paragraph, the DRD
Percentage shall be deemed to be 50% if the actual DRD Percentage is reduced
below 50%. For purposes of this paragraph, it shall be assumed that dividends
paid to corporate holders of Series A1 Preferred Stock will be subject to the
highest marginal tax rate applicable to corporations.
(b) Notwithstanding anything contained herein to the contrary, if the
Corporation has or will become obligated to pay additional amounts pursuant to
paragraph (a) above with respect to the Series A1 Preferred Stock, the
Corporation may at its option, in its sole discretion, at any time either (i)
redeem all outstanding shares of Series A1 Preferred Stock at their Liquidation
Amount plus all accrued and unpaid dividends (including any interest thereon) to
the date of redemption or (ii) exchange each outstanding share of Series A1
Preferred Stock for an Exchange Note, the principal amount of which equals the
Exchange Amount. With respect to any redemption pursuant to this paragraph (b),
the procedures for redemption set forth in Section 5 hereof shall apply, and
with respect to any exchange, the procedures for the issuance of Exchange Notes
set forth in Section 6 hereof shall apply.
ARTICLE II
The foregoing amendment was adopted on December 28, 2000.
ARTICLE III
MANNER OF ADOPTION AND VOTE
Section 1. ACTION BY DIRECTORS. The amendment set forth above was adopted
by the Board of Directors of the Corporation and shareholder action was not
required.
ARTICLE IV
COMPLIANCE WITH LEGAL REQUIREMENTS
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the Bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles
of Amendment to be signed and verified by a duly authorized officer, acting for
and on behalf of such Corporation; and the undersigned verifies subject to the
penalties of perjury that the facts contained herein are true this 28th day of
December, 2000.
AMTRAN, INC.
by
Name:
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Title: