EXHIBIT 3.1
FOURTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AIRLEASE LTD. A CALIFORNIA LIMITED PARTNERSHIP
This Fourth 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 12th day of July, 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 18.1 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 4.7(A). Section 4.7(A) of the Agreement hereby
is deleted in their entirety and replaced with the following new Section 4.7(A)
to read in its entirety as follows:
(A) The Partnership shall indemnify and hold harmless the
General Partner, and its Affiliates, other than the officers,
directors, employees, and agents of the General Partner and its
Affiliates (individually, an "Indemnitee"), from and against any and
all losses, claims, demands, costs, damages, liabilities, joint and
several, expenses of any nature (including attorneys' fees and
disbursements), judgments, fines, settlements, and other amounts
arising from any and all claims, demands, actions, suits, or
proceedings, civil, criminal, administrative or investigative, in which
the Indemnitee may be involved, or threatened to be involved, as a
party or otherwise, arising out of or incidental to the Initial
Offering, any other offering of Units or interests of the Partnership,
or the business of the Partnership, including, without limitation,
liabilities under the Federal and state securities laws, regardless of
whether the Indemnitee continues to be a General Partner or an
Affiliate at the time any such liability or expense is paid or
incurred, if (i) the Indemnitee acted in good faith and in a manner it
believed to be in, or not opposed to, the interests of the Partnership,
and, with respect to any criminal proceeding, had no reasonable cause
to believe its conduct was unlawful, and (ii) the Indemnitee's conduct
did not constitute actual fraud, gross negligence, or willful or wanton
misconduct. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendre, or its equivalent, shall not, in and of itself, create a
presumption or otherwise constitute evidence that the Indemnitee acted
in a manner contrary to that specified in (i) or (ii) above.
3. AGREEMENT IN FULL FORCE AND EFFECT. Except as amended hereby, the
Agreement shall continue in full force and effect.
4. 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: Chief Executive Officer
