Exhibit 3
AMENDMENT
TO
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
POLARIS AIRCRAFT INCOME FUND III,
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 Polaris Depositary
Company III, a California corporation, as Limited Partner and Depositary (the
"Limited Partner and Depositary").
RECITALS:
A. The limited partnership named "Polaris Aircraft Income Fund III, 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 entered into in 1987 (the "Partnership Agreement")
among the General Partner, and the Limited Partner and Depositary. Capitalized
terms used but not otherwise defined in this Amendment have the meanings
assigned to them in the Partnership Agreement.
B. The Limited Partner and Depositary is the sole Limited Partner of the
Partnership, and the Unit Holders hold Units representing assignments by the
Depositary to such Unit Holders of all of the ownership attributes of the share
of the Interest of the Depositary in Fund III represented by such Units;
C. The General Partner has determined that it is in the best interests
of the Partnership and the Unit Holders 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").
D. The General Partner has authority pursuant to Paragraph 15.1.12(v) of
the Partnership Agreement to amend the Partnership Agreement on the terms
specified herein, without obtaining the consent or approval of the Limited
Partner and Depository or of any of the Unit Holders.
NOW, THEREFORE, in consideration of the premises set forth herein, it is
agreed as follows:
AGREEMENT
1. Addition of New Paragraph 12.4. Paragraph 12 of the Partnership
Agreement is hereby amended by a new Paragraph 12.4 thereto as follows:
12.4 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. Any purported or
attempted transfer of Units that is not made in full
compliance with this Paragraph 12.4 shall be void and
ineffectual and shall not bind or be recognized by the
Partnership or the General Partner for any purpose.
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/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
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Title: President
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"Limited Partner
and Depositary": POLARIS DEPOSITARY COMPANY III, a
California corporation
By: /S/ ▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇ ▇▇▇
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Title: Vice President
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