SECOND AMENDMENT
TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
PLM EQUIPMENT GROWTH & INCOME FUND VII
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (the "Amendment") is entered into as of January 21, 1994 by PLM
FINANCIAL SERVICES, INC., a Delaware corporation, as the general partner (the
"General Partner") of PLM Equipment Growth & Income Fund VII, a California
limited partnership (the "Partnership").
WHEREAS, the General Partner desires to amend the Third Amended and
Restated Limited Partnership Agreement of the Partnership dated as of May 10,
1993, as amended by that certain First Amendment to Third Amended and Restated
Limited Partnership Agreement of the Partnership dated as of May 28, 1993
(together, the "Agreement") as set forth below; and
WHEREAS, Article XVIII of the Agreement grants the General Partner the
power to amend the Agreement from time to time without the consent of any of the
Limited Partners to the extent necessary to delete or add any provision of this
Agreement required to be so deleted or added by any state securities
commissioner or similar such official, which addition or deletion is deemed by
such official to be for the benefit or protection of the Limited Partners; and
WHEREAS, a representative of a state securities commission has informed
the General Partner that Section 4.01 of the Agreement should provide that the
General Partner, rather than the Partnership, will be liable for certain costs
and damages to a party requesting a list of Limited Partners in the event such
request is wrongfully denied:
NOW, THEREFORE, in consideration of the foregoing, the General Partner
hereby amends the Agreement as follows:
1. Section 4.01 of the Agreement is hereby amended by deleting the seventh
sentence in Section 4.01 in its entirety and substituting in its place the
following sentence:
"If (i) the Partnership neglects or refuses to permit access
to the right to inspect and copy or to mail a copy of the Partnership
List as requested and (ii) the General Partner has not determined that
the actual purpose and reason for the request is to sell the Partner
List or any copy thereof or otherwise to provide the Partner List to
another party or use it for a commercial purpose other than in the
interest of the requesting party relative to his interest in the
Partnership (such as matters relating to the requesting party's voting
rights under the Agreement and the exercise of the requesting party's
rights under federal proxy laws), the General Partner shall be liable
to the requesting party for the costs, including attorneys' fees,
incurred by the requesting party for compelling the production of the
Partner List and for actual damages suffered by the requesting party
by reason of such refusal or neglect and such remedy shall not in any
way limit other remedies available to the requesting party under
federal or state law."
2. Capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Agreement unless otherwise defined herein.
IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as
of the date first above written.
GENERAL PARTNER:
PLM FINANCIAL SERVICES, INC.,
A Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxx
Assistant Secretary
