1
EXHIBIT 3.06
AMENDMENT TO
LIMITED PARTNERSHIP AGREEMENT
This Amendment to Limited 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 II, L.P. ("JetFleet II"), made and executed as of June 21, 1991,
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 II was organized under
California law in May 1991.
The General Partner has proposed a consolidation (the "Consolidation")
of JetFleet II and its affiliated partnership, JetFleet Aircraft, L.P.
("JetFleet I") 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 II, 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. Section 13.9 of the Partnership Agreement is hereby deleted
in its entirety.
3. Waiver of Resale Fee. General Partner hereby waives the fee
set forth in 5.6(f) with respect to the Consolidation transactions.
4. Termination of the Partnership. Upon the effectiveness of the
Consolidation, the separate existence of the JetFleet II 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first-above written:
CMA CAPITAL GROUP, INC. ____________________________
Xxxx X. Xxxxxxx
By:_____________________________
Xxxxxxx X. Xxxxxxx ____________________________
Xxxxxxx X. Xxxxxxx
LIMITED PARTNERS listed on
Appendix A
By: CMA Capital Group, Inc.
Attorney-in-fact
__________________________________
Xxxxxxx X. Xxxxxxx, President
2
APPENDIX A
List of Approving Limited Partners No. of Units Held
---------------------------------- -----------------
Total Units:
------------ --------------
