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EXHIBIT 3.04
AMENDMENT TO
AMENDED AND RESTATED PARTNERSHIP AGREEMENT
This Amendment to Amended and Restated Partnership Agreement is entered
into as of __________, 1997, by and among CMA Capital Group, Inc., a California
corporation ("Managing General Partner"), Xxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx as individual general partners (the Managing General Partner and the
individual general partners collectively, the "General Partners"), and CMA
Capital Group, Inc, as attorney-in-fact for the limited partners listed on
Appendix A, who constitute holders of a majority of the outstanding Units, to
amend that certain Amended and Restated Partnership Agreement of JetFleet
Aircraft, L.P. ("JetFleet I"), made and executed as of May 19, 1989 between the
parties hereto (the "Partnership Agreement"). Capitalized terms not otherwise
defined herein, shall have the meaning as set forth in the Partnership
Agreement.
RECITALS
Pursuant to the Partnership Agreement, JetFleet I was organized under
California law in May 1989.
The General Partner has proposed a consolidation (the "Consolidation")
of JetFleet I and its affiliated partnership, JetFleet Aircraft II, L.P.
("JetFleet II") with and into a newly-formed successor Delaware corporation,
AeroMax, Inc., pursuant to the terms and conditions of a certain Merger
Agreement by and between AeroMax, JetFleet I and JetFleet II. The General
Partner has solicited the requisite approval of the limited partners of
JetFleet I to participate in the Consolidation as more fully described in that
certain Prospectus/Consent Solicitation Statement, dated _____, 1997 (the
"Prospectus"). As part of the approval, the limited partners approved
amendments to the Partnership Agreement to enable the Consolidation.
NOW, THEREFORE, the parties hereto agree as follows:
1. Approval of the Consolidation. Upon receipt of the approval of
holders of a majority of the outstanding Units of limited partnership interest
of JetFleet I, the General Partner is authorized to executed, deliver and
perform all obligations of the Partnership under the Merger Agreement and all
other documents and agreements required to be delivered by the Partnership in
connection therewith. Any inconsistent provisions of the Partnership Agreement
are hereby amended to permit the Consolidation to be consummated.
2. Dissenters' Rights. Notwithstanding anything to the contrary
contained in the Partnership Agreement, limited partners that did not vote in
favor of the Consolidation and follow certain procedures set forth in the
Prospectus shall have the dissenters' rights as set forth in the Prospectus,
which dissenters' rights shall comply with the requirements of the California
Partnership Act.
3. Termination of the Partnership. Upon the effectiveness of the
Consolidation, the separate existence of the JetFleet I shall cease, and the
limited partners of the Partnership shall have the right to receive Common
Stock of AeroMax, Inc., all as set forth in the Prospectus.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first-above written:
CMA CAPITAL GROUP, INC.
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Xxxx X. Xxxxxxx
By:
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Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
LIMITED PARTNERS listed on
Appendix A
By: CMA Capital Group, Inc.
Attorney-in-fact
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Xxxxxxx X. Xxxxxxx, President
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APPENDIX A
List of Approving Limited Partners No. of Units Held
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Total Units:
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