Exhibit 3.2(af)
FIRST AMENDMENT
TO JOINT VENTURE AGREEMENT OF
PINERY JOINT VENTURE
THIS FIRST AMENDMENT TO JOINT VENTURE AGREEMENT OF PINERY JOINT VENTURE
(this "Amendment") is made and entered into by and among ELLY COLORADO, INC., a
Colorado corporation ("Elly CO"), NORMAN COLORADO, INC., a Colorado corporation
("Norman CO"), LARRY COLORADO, INC., a Colorado corporation ("Larry CO"), BRUCE
COLORADO, INC., a Colorado corporation ("Bruce CO"), HARRY COLORADO, INC., a
Colorado corporation ("Harry CO"), SEYMOUR COLORADO, INC., a Colorado
corporation ("Seymour CO"), HAYDN COLORADO, INC., a Colorado corporation ("Haydn
CO"), and ASHTON WOODS USA L.L.C., a Nevada limited liability company ("Ashton
USA").
RECITALS:
A. Elly CO, Norman CO, Larry CO, Bruce CO, Harry CO, Seymour CO, and Haydn
CO have heretofore entered into a Joint Venture Agreement of Pinery Joint
Venture (the "Agreement") dated as of September 29, 1993, creating Pinery Joint
Venture, a Colorado joint venture (the "Company").
B. As permitted by the Agreement, Elly CO, Norman CO, Larry CO, Bruce CO,
Harry CO, Seymour CO, and Haydn CO 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 the
sole venturer 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 venturer of the Company and the
parties hereto recognize that Elly CO, Norman CO, Larry CO, Bruce CO, Harry CO,
Seymour CO, and Haydn CO have withdrawn as venturers of the Company. The only
venturer of the Company is Ashton USA.
3. The Proportionate Interests of the venturers set forth in Section 3 of
the Agreement shall be as follows:
Venturer Proportionate Interest
-------- ----------------------
Ashton Woods USA L.L.C. 100%
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.
VENTURER:
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
WITHDRAWING VENTURERS:
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ Elly Reisman
------------------------------------
Elly Reisman, President
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NORMAN COLORADO, INC.,
a Colorado corporation
By: /s/ Norman Reisman
------------------------------------
Norman Reisman, President
LARRY COLORADO, INC.,
a Colorado corporation
By: /s/ Larry Robbins
------------------------------------
Larry Robbins, President
BRUCE COLORADO, INC.,
a Colorado corporation
By: /s/ Bruce Freeman
------------------------------------
Bruce Freeman, President
HARRY COLORADO, INC.,
a Colorado corporation
By: /s/ Harry Rosenbaum
------------------------------------
Harry Rosenbaum, President
SEYMOUR COLORADO, INC.,
a Colorado corporation
By: /s/ Seymour Joffe
------------------------------------
Seymour Joffe, President
HAYDN COLORADO, INC.,
a Colorado corporation
By: /s/ Haydn Matthews
------------------------------------
Haydn Matthews, President
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