AMENDMENT NO. [____] TO [AGREEMENT TITLE]

This Amendment ("Amendment") is made effective as of the date specified in Article VI below.

ARTICLE I — PARTIES AND ORIGINAL AGREEMENT

A. Parties

1. First Party

(referred to as "[PARTY A NAME]")

2. Second Party

(referred to as "[PARTY B NAME]")

B. Original Agreement

The parties entered into that certain [AGREEMENT TITLE] dated [__/__/____] (the "Original Agreement").

C. Prior Amendments

The Original Agreement and all prior amendments are collectively the "Agreement." Capitalized terms not defined herein have the meanings in the Agreement.

ARTICLE II — BACKGROUND AND PURPOSE

A. The parties wish to modify the Agreement as set forth in this Amendment.

B. The Agreement ☐ does / ☐ does not require that modifications be in writing.

TEXAS LAW — Statute of Frauds (Tex. Bus. & Com. Code § 26.01):
A promise or agreement is not enforceable unless in writing and signed by the person to be charged, for the following categories:
1. Contracts for the sale of real estate or leases exceeding one year;
2. Agreements not performable within one year;
3. Promises to answer for the debt or default of another;
4. Agreements made in consideration of marriage (other than mutual promises to marry);
5. Certain oil, gas, and mineral interest agreements.

Amendments to agreements within the Statute of Frauds must also be in writing. This Amendment satisfies that requirement.

TEXAS LAW — Loan Agreements (Tex. Bus. & Com. Code § 26.02):
Loan agreements — including any agreement by which a financial institution loans money, delays repayment, extends credit, or makes a financial accommodation — must be in writing and signed. Oral modifications of loan agreements are unenforceable under Texas law. If the Agreement is a loan agreement, this written Amendment is required.

C. Each signatory represents authority to bind the respective party.

ARTICLE III — DEFINITIONS

A. New Definitions:

"[________________________________]" means [________________________________].

B. Amended Definitions:

The term "[________________________________]" in Section [____] is amended to mean: [________________________________].

C. Deleted Definitions:

The term "[________________________________]" in Section [____] is removed.

ARTICLE IV — SPECIFIC AMENDMENTS

Mark each applicable category:

Section 1 — Adding Provisions

☐ Selected

New Section [____] is added to the Agreement:

"[________________________________]"

Section 2 — Removing Provisions

☐ Selected

Section [____] (titled "[________________________________]") is deleted. Remaining sections ☐ will / ☐ will not be renumbered.

Section 3 — Replacing Provisions

☐ Selected

Section [____] is deleted and replaced:

Deleted Language: "[________________________________]"

New Language: "[________________________________]"

Section 4 — Pricing and Payment Changes

☐ Selected

TEXAS NOTE — Usury and Interest Rates:
The Texas Constitution (Art. XVI, § 11) and the Texas Finance Code (Ch. 302) impose maximum interest rate ceilings. The general maximum rate for written contracts is 18% per annum, or the "indicated rate ceiling" (linked to the auction rate of 26-week U.S. Treasury bills plus a specified amount), whichever is greater. Charging usurious interest in Texas may result in: (1) forfeiture of all interest (Tex. Fin. Code § 305.001); (2) liability for three times the usurious interest collected (§ 305.001(b)); and (3) reasonable attorney fees (§ 305.003). Verify compliance when amending payment terms.

Section 5 — Term Extension or Modification

☐ Selected

☐ The Agreement is extended through [__/__/____].
☐ Auto-renewal is ☐ added / ☐ removed / ☐ modified to: [________________________________].
☐ The Agreement converts to month-to-month as of [__/__/____].
☐ Termination date changes to [__/__/____].

TEXAS NOTE: If this extension causes the total term to exceed one year from the original date of the Agreement, the amended Agreement may now fall within the Statute of Frauds (§ 26.01). This written Amendment satisfies that requirement.

Section 6 — Party Changes

☐ Selected

☐ Joinder: [________________________________] joins the Agreement as a ☐ party / ☐ guarantor, effective [__/__/____]. Assumed obligations: [________________________________].

☐ Release: [________________________________] is released effective [__/__/____]. Conditions: [________________________________].

Section 7 — Other Changes

☐ Selected

[________________________________]

ARTICLE V — EXHIBITS AND SCHEDULES

☐ Replace: Exhibit [____] is replaced with Exhibit [____]-R attached hereto.

☐ Add: New Exhibit [____] is added (attached hereto).

☐ Remove: Exhibit [____] is deleted.

ARTICLE VI — EFFECTIVE DATE

☐ Upon Execution. Effective on the date of the last signature.

☐ Specified Date. Effective [__/__/____].

☐ Retroactive. Effective as of [__/__/____]. The parties ratify all actions taken consistent with this Amendment between the retroactive date and execution.

TX Practice Tip: Texas courts generally permit retroactive provisions between parties but will not enforce retroactivity that impairs third-party vested rights. Consider impact on Texas franchise tax filings (due May 15 annually), recorded real property instruments, and regulatory compliance (e.g., Railroad Commission filings for oil and gas contracts).

ARTICLE VII — CONSIDERATION AND LEGAL FRAMEWORK

A. Contract Classification

☐ Common Law (Services / Real Property / Other). Texas follows the pre-existing duty rule. New consideration for this modification: [________________________________].

☐ UCC Article 2 (Goods). Under Tex. Bus. & Com. Code § 2.209(a), no consideration is needed to modify a goods contract. Good faith is required.

☐ Mixed. Additional consideration: [________________________________].

B. Statute of Frauds — Tex. Bus. & Com. Code § 26.01

This signed Amendment satisfies the Statute of Frauds. Oral modifications of agreements within the Statute of Frauds are unenforceable.

C. Mutual Acknowledgment

The parties acknowledge that the mutual covenants herein constitute good and valuable consideration, receipt and sufficiency confirmed.

ARTICLE VIII — AUTHORITY AND REPRESENTATIONS

Each party represents and warrants:

(a) Full power and authority to execute this Amendment;

(b) The signatory is duly authorized;

(c) This Amendment is a valid, binding obligation;

(d) No conflict with any law, order, or agreement;

(e) All necessary consents obtained;

(f) For Texas entities: Duly organized or qualified to transact business in Texas, in good standing with the Texas Secretary of State, with all required entity-level authorizations.

ARTICLE IX — RATIFICATION AND CONTINUING EFFECT

A. All terms of the Agreement not expressly amended remain in full force and are ratified.

B. This Amendment prevails in case of conflict with the Agreement.

C. References to "this Agreement" in the Agreement or related documents mean the Agreement as amended.

D. The Agreement, as amended, constitutes the entire understanding regarding the matters amended and supersedes all prior oral or written communications on those matters.

ARTICLE X — GOVERNING LAW AND FORUM

A. Governed by the laws of the State of Texas without regard to conflict-of-laws principles.

B. Exclusive jurisdiction: state and federal courts in [________________________________] County, Texas.

C. Each party consents to personal jurisdiction and irrevocably waives any objection to venue, including claims of inconvenient forum.

TEXAS NOTE — Mandatory Venue: For certain business entities and contract types, Tex. Civ. Prac. & Rem. Code § 15.002 governs mandatory venue. Verify that the selected county is consistent with applicable mandatory venue rules.

ARTICLE XI — COUNTERPARTS AND ELECTRONIC EXECUTION

A. May be executed in counterparts, each an original, all together one instrument.

B. Electronic signatures are valid under the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ch. 322) and the Federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

C. PDF or electronic delivery of a signed counterpart has the same effect as an original.

ARTICLE XII — SIGNATURES

IN WITNESS WHEREOF, the parties execute this Amendment as of the dates below.

[PARTY A — FULL LEGAL NAME]

[PARTY B — FULL LEGAL NAME]

ADDITIONAL / NEW PARTY (if applicable): [FULL LEGAL NAME]

SCHEDULE 1: AMENDMENT LOG

SCHEDULE 2: REPLACEMENT EXHIBITS

Attach replacement or new exhibits following this page.

Sources and References

• Tex. Bus. & Com. Code § 26.01 (Statute of Frauds): https://statutes.capitol.texas.gov/Docs/BC/htm/BC.26.htm
• Tex. Bus. & Com. Code § 26.02 (Loan Agreement Writing Requirement)
• Tex. Bus. & Com. Code § 2.209 (UCC Modification)
• Tex. Bus. & Com. Code Ch. 322 (UETA)
• Tex. Fin. Code Ch. 302 (Interest Rate Ceilings)
• Tex. Fin. Code §§ 305.001–305.003 (Usury Penalties)

This template is for informational purposes only and does not constitute legal advice. Have it reviewed by a Texas-licensed attorney before execution.