Exhibit 3.2(aj)
FIRST AMENDMENT TO OPERATING AGREEMENT OF
ASHTON ATLANTA RESIDENTIAL L.L.C.
THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF ASHTON ATLANTA RESIDENTIAL
L.L.C. (this "Amendment") is made and entered into by and among 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"), LITTLE
SHOTS NEVADA L.L.C., a Nevada limited liability company ("Little Shots"), and
ASHTON WOODS USA L.L.C., a Nevada limited liability company ("Ashton USA").
RECITALS:
A. Elly NV, Norman NV, Larry NV, Bruce NV, Harry NV, Seymour NV, and Haydn
NV have heretofore entered into an Operating Agreement of Ashton Atlanta
Residential L.L.C. (the "Operating Agreement") dated as of July 7, 1994,
creating Ashton Atlanta Residential L.L.C., a Georgia limited liability company
(the "Company").
B. As permitted by the Operating Agreement, Bruce NV, Harry NV, Seymour NV,
and Haydn NV transferred all of their right, title, and interest in and to the
Company to Little Shots.
C. As permitted by the Operating Agreement, Elly NV, Norman NV, Larry NV,
and Little Shots transferred all of their right, title, and interest in and to
the Company to Ashton USA.
D. The parties hereto desire to amend the Operating Agreement to reflect
the transfers described above and provide for the admission of Ashton USA as the
sole member of the Company.
E. Capitalized terms, not specifically defined in this Amendment, shall
have the meanings given such terms in the Operating 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 Recitals B and C above are hereby approved.
2. Ashton USA is hereby admitted as a Member of the Company and the parties
hereto recognize that Elly NV, Norman NV, Larry NV, Bruce NV, Harry NV, Seymour
NV, Haydn NV, and Little Shots have withdrawn as Members of the Company. The
only Member of the Company is Ashton USA.
3. The Sharing Ratios and funding commitments of the Members set forth on
Exhibit "A" to the Operating Agreement shall be as follows:
Member Sharing Ratio and Funding Commitment
- ------ ------------------------------------
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 Operating
Agreement shall be delivered to Ashton USA in the manner provided in the
Operating 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 Operating Agreement, as amended hereby.
6. Except as amended hereby, the terms and provisions of the Operating
Agreement shall remain unchanged and shall continue in full force and effect.
EXECUTED as of May 31, 1999.
MEMBER:
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
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WITHDRAWING MEMBERS:
ELLY NEVADA, INC.,
a Nevada corporation
By: /s/ Elly Reisman
------------------------------------
Elly Reisman, President
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
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HAYDN NEVADA, INC.,
a Nevada corporation
By: /s/ Haydn Matthews
------------------------------------
Haydn Matthews, President
LITTLE SHOTS NEVADA 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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