Exhibit 3
AMENDMENT
TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
POLARIS AIRCRAFT INCOME FUND II,
A CALIFORNIA LIMITED PARTNERSHIP
This AMENDMENT (this Amendment) is entered into as of this 9th
day of May 1997 by and among Polaris Investment Management Corporation, a
California corporation, as General Partner (the General Partner), and the
persons identified on Exhibit I hereto as Limited Partners.
RECITALS:
A. The limited partnership named Polaris Aircraft Income Fund II,
a California Limited Partnership" was originally formed under the Uniform
Limited Partnership Act of the State of California on June 27, 1984, and was
continued on the terms and conditions specified in that certain Amended and
Restated Limited Partnership Agreement dated as of January 31, 1996 (the
"Partnership Agreement") among the General Partner, Marc P. Desautels as Initial
Limited Partner, and the persons identified therein as Additional Limited
Partners. Capitalized terms used but not otherwise defined in this Amendment
have the meanings assigned to them in the Partnership Agreement.
B. The General Partner has determined that it is in the best
interests of the Partnership and the Limited Partners that the Partnership
Agreement be amended to allow the General Partner to restrict transfers of Units
in the Partnership to the extent necessary or desirable to ensure that
Partnership does not become a "publicly traded partnership" as defined in
Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code").
C. The General Partner has authority pursuant to Paragraph
15.1.12 of the Partnership Agreement to amend the Partnership Agreement on the
terms specified herein, without obtaining the consent or approval of the Limited
Partners.
NOW, THEREFORE, in consideration of the premises set forth
herein, it is agreed as follows:
AGREEMENT
1. Amendment of Paragraph 12.4. Paragraph 12.4 of the Partnership
Agreement is hereby amended by adding a new sentence to the end of the existing
text as follows:
Notwithstanding anything to the contrary contained in this
Partnership Agreement, a Unit Holder wishing to transfer Units
may do so only after giving written notice of such intent to the
General Partner, and only upon obtaining the prior written
consent of the General Partner to such transfer, which consent
the General Partner may withhold in its sole discretion if it
deems such action to be necessary to prevent the Partnership from
being treated as a "publicly traded partnership" as defined in
the Code.
2. Limitation on Amendment. Except as expressly modified by this
Amendment, the Partnership Agreement shall remain in full force and effect.
3. Miscellaneous.
a. Counterparts. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the
same instrument.
b. Entire Agreement. The Partnership Agreement, as modified by
this Amendment, constitutes the entire agreement of the parties hereto and
supersedes any and all prior or contemporaneous understandings, whether oral or
written, pertaining to the subject matter hereof.
c. Governing Law. This Amendment shall be governed by and
construed in all respects in accordance with the internal laws of the State of
California, without regard to choice of law principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the day and year specified in the first paragraph above.
"General Partner" POLARIS INVESTMENT MANAGEMENT
CORPORATION, a California corporation
By: /S/Eric Dull
---------------------------
Name: Eric Dull
---------------------------
Title: President
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"Limited Partners": Each of the persons identified on Exhibit I attached
hereto as a "Limited Partner"
By: POLARIS INVESTMENT
MANAGEMENT CORPORATION,
as Attorney-in-Fact
By: /S/ Eric Dull
---------------------------
Name: Eric Dull
---------------------------
Title: President
---------------------------
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