Exhibit 3.2(aa)
FIRST AMENDMENT
TO AGREEMENT OF LIMITED PARTNERSHIP OF
ASHTON WOODS ORLANDO LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ASHTON WOODS
ORLANDO LIMITED PARTNERSHIP (this "Amendment") is made and entered into by and
among ASHTON WOODS FLORIDA L.L.C., a Nevada limited liability company "Ashton
FL"), ELLY NEVADA, INC., a Nevada corporation ("Elly NV"), NORMAN NEVADA, INC.,
a Nevada corporation ("Norman NV"), LARRY NEVADA, INC., a Nevada corporation
Larry NV"), BRUCE NEVADA, INC., a Nevada corporation ("Bruce NV"), HARRY NEVADA,
INC., a Nevada corporation ("Harry NV"), SEYMOUR NEVADA, INC., a Nevada
corporation ("Seymour NV"), HAYDN NEVADA, INC., a Nevada corporation ("Haydn
NV"), GRANT-ALLAN ENTERPRISES, INC., a Florida corporation ("Grant"), R. A.
INVESTMENT HOLDINGS, INC., a Florida corporation ("RA"), and ASHTON WOODS USA
L.L.C, a Nevada limited liability company ("Ashton USA").
RECITALS:
A. Ashton FL, Elly NV, Norman NV, Larry NV, Bruce NV, Harry NV, Seymour NV,
Haydn NV, Grant, and RA have heretofore entered into a Limited Partnership
Agreement of Ashton Woods Orlando Limited Partnership (the "Agreement") dated as
of December 28, 1997, creating Ashton Woods Orlando Limited Partnership, a
Florida limited partnership (the "Company").
B. As permitted by the Agreement, Elly NV, Norman NV, Larry NV, Bruce NV,
Harry NV, Seymour NV, and Haydn NV transferred all of their right, title, and
interest in and to the Company to Ashton USA.
C. The parties hereto desire to amend the Agreement to reflect the
transfers described above and provide for the admission of Ashton USA as a
limited partner of the Company.
D. Capitalized terms, not specifically defined in this Amendment, shall
have the meanings given such terms in the Agreement.
NOW, THEREFORE, for and in consideration of the premises and the respective
agreements set forth herein, the parties hereto agree as follows:
1. The transfers described in Recital B above are hereby approved.
2. Ashton USA is hereby admitted as a limited partner of the Company and
the parties hereto recognize that Elly NV, Norman NV, Larry NV, Bruce NV, Harry
NV, Seymour NV, and Haydn NV, have withdrawn as limited partners of the Company.
The only limited partners of the Company are Grant, RA, and Ashton USA.
3. The Partnership Interests of the Partners set forth on Exhibit "A" to
the Agreement shall be as follows:
Partners Partnership Interest
-------- --------------------
Ashton Woods Florida L.L.C./General Partner 1%
Ashton Woods USA L.L.C./Limited Partner 74%
Grant-Allan Enterprises, Inc./Limited Partner 12.5%
R.A. Investment Holdings, Inc./Limited Partner 12.5%
4. Any and all notices, demands, requests, or other communications
permitted or required to be given to Ashton USA pursuant to the Agreement shall
be delivered to Ashton USA in the manner provided in the Agreement, at the
following address:
250 Lesmill Road
Don Mills, Ontario M3B 2T5 Canada
5. By execution of this Amendment, Ashton USA agrees to be bound by the
terms and provisions of the Agreement, as amended hereby.
6. Except as amended hereby, the terms and provisions of the Agreement
shall remain unchanged and shall continue in full force and effect.
EXECUTED as of May 31, 1999.
GENERAL PARTNER:
ASHTON WOODS FLORIDA L.L.C.,
a Nevada limited liability company
By: /s/ Bruce Freeman
------------------------------------
Bruce Freeman - Managing Member
By: /s/ Seymour Joffe
------------------------------------
Seymour Joffe - Managing Member
By: /s/ Harry Rosenbaum
------------------------------------
Harry Rosenbaum - Managing Member
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LIMITED PARTNERS:
ASHTON WOODS USA L.L.C.,
a Nevada limited liability company
By: /s/ Bruce Freeman
------------------------------------
Bruce Freeman - Managing Member
By: /s/ Seymour Joffe
------------------------------------
Seymour Joffe - Managing Member
By: /s/ Harry Rosenbaum
------------------------------------
Harry Rosenbaum - Managing Member
GRANT-ALLAN ENTERPRISES, INC.,
a Florida corporation
By: /s/ WILLIAMS D. ALLAN
------------------------------------
Name: WILLIAMS D. ALLAN
Title: Director
R.A. INVESTMENT HOLDINGS, INC.,
a Florida corporation
By: /s/ Russell Allan
------------------------------------
Name: Russell Allan
Title: President
WITHDRAWING LIMITED PARTNERS:
ELLY NEVADA, INC.,
a Nevada corporation
By: /s/ Elly Reisman
------------------------------------
Elly Reisman - President
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NORMAN NEVADA, INC.,
a Nevada corporation
By: /s/ Norman Reisman
------------------------------------
Norman Reisman, President
LARRY NEVADA, INC.,
a Nevada corporation
By: /s/ Larry Robbins
------------------------------------
Larry Robbins, President
BRUCE NEVADA, INC.,
a Nevada corporation
By: /s/ Bruce Freeman
------------------------------------
Bruce Freeman, President
HARRY NEVADA, INC.,
a Nevada corporation
By: /s/ Harry Rosenbaum
------------------------------------
Harry Rosenbaum, President
SEYMOUR NEVADA, INC.,
a Nevada corporation
By: /s/ Seymour Joffe
------------------------------------
Seymour Joffe, President
HAYDN NEVADA, INC.,
a Nevada corporation
By: /s/ Haydn Matthews
------------------------------------
Haydn Matthews, President
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