EXHIBIT 3.7
THIRD AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AIRLEASE LTD. A CALIFORNIA LIMITED PARTNERSHIP
This Third Amendment to Amended and Restated Agreement of Limited
Partnership of Airlease Ltd., A California Limited Partnership (this
"Amendment"), is made and entered into as of the 17th day of March, 2004.
WHEREAS, the Partners previously entered into an Amended and Restated
Agreement of Limited Partnership dated as of October 10, 1986, as amended on
December 12, 1988 and on March 17, 2004 (the "Partnership Agreement");
WHEREAS, the Partners desire to amend the Partnership Agreement as
specified in this Amendment; and
WHEREAS, Article 18 of the Partnership Agreement provides that it may
be amended if certain conditions are satisfied, and all such conditions have
been satisfied with respect to this Amendment;
NOW, THEREFORE, for and in consideration of the foregoing, and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:
1. DEFINED TERMS. All capitalized terms used but not defined
herein shall have the meanings given to such terms in the Partnership Agreement,
as amended by this Amendment.
2. AMENDMENT OF SECTION 3.3(B). Sections 3.3(B)(1) and 3.3
(B)(2) of the Agreement hereby are deleted in their entirety and replaced with
the following new Section 3.3(B) to read in its entirety as follows:
(B) After March 17, 2004, all Cash Available From Sale or
Refinancing shall be distributed pursuant to Section 10.3(C), provided
that if the General Partner determines that it would be in the
Partnership's best interest, Cash Available From Sale or Refinancing
may be used to repay indebtedness.
3. AMENDMENT OF SECTION 4.1(FF). Section 4.1(ff) of the Agreement
hereby is deleted in its entirety and replaced with the following new Section
4.1 (ff) to read in its entirety as follows:
(ff) To sell any and all Partnership Assets on terms and
conditions determined by the General Partner, including a sale of all
or substantially all of the Partnership Assets.
4. AMENDMENT OF SECTION 7.9(A)(2). Section 7.9 (A )(2) of the
Agreement hereby is deleted in its entirety and replaced with the following new
Section 7.9 (A)(2) to read in its entirety as follows:
(2) Dissolution, discontinuation, or material alteration of
the business of the Partnership, provided that no approval is required
for dissolution following the sale of all or substantially all of the
Partnership Assets;
5. AMENDMENT OF SECTION 10.3. Section 10.3(B) of the Agreement
hereby is deleted in its entirety. Section 10.3(C) of the Agreement hereby is
deleted in its entirety and replaced with the following new Section 10.3(C) to
read in its entirety as follows:
(C) After March 17, 2004, subject to Section 3.3(B), any Cash
Available From Sale or Refinancing shall be distributed 99% to the
Unitholders and 1% to the General Partner.
6. AGREEMENT IN FULL FORCE AND EFFECT. Except as amended hereby,
the Agreement shall continue in full force and effect.
7. GOVERNING LAW. This Amendment shall be governed by and
construed under the laws of the State of California.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first written above.
GENERAL PARTNER:
AIRLEASE MANAGEMENT SERVICES, INC.
By: /s/ XXXXX X. XXXXXX
__________________________________________
Name: Xxxxx X. Xxxxxx
Title: Chairman, Chief Executive Officer
and President
