EXHIBIT 3.2 (am)
FIRST AMENDMENT TO
AMENDED AND RESTATED REGULATIONS OF
ASHTON WOODS USA L.L.C.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REGULATIONS OF ASHTON WOODS
USA L.L.C. (this "Amendment") is made and entered into by and among ELLY NEVADA,
INC., a Nevada corporation ("Elly"), NORMAN NEVADA, INC., a Nevada corporation
("Norman"), LARRY NEVADA, INC., a Nevada corporation ("Larry"), LITTLE SHOTS
NEVADA L.L.C., a Nevada limited liability company ("Little Shots"), ELLY
COLORADO, INC., a Colorado corporation ("Elly CO"), NORMAN COLORADO, INC., a
Colorado corporation ("Norman CO"), and LARRY COLORADO, INC., a Colorado
corporation ("Larry CO") (said parties being hereinafter sometimes referred to
collectively as "Members" and individually as "Member").
RECITALS:
A. The Members have heretofore entered into Amended and Restated
Regulations of Ashton Woods USA L.L.C. (the "Agreement") dated as of September
1, 2005, regarding Ashton Woods USA L.L.C. (the "LLC").
B. As permitted by the Agreement, Little Shots transferred an undivided
1-19/24% interest in the Membership Interest of Little Shots, including an
undivided 1-19/24% interest in the Sharing Ratio (as such term is defined in
the Agreement) and an undivided 1.25% interest in the Designated Entity Sharing
Ratio (as such term is defined in the Agreement), to Elly.
C. As permitted by the Agreement, Little Shots transferred an undivided 1
- -19/24 percent interest in the Membership Interest of Little Shots, including an
undivided 1-19/24% interest in the Sharing Ratio and an undivided 1.25% interest
in the Designated Entity Sharing Ratio, to Norman.
D. As permitted by the Agreement, Little Shots transferred an undivided 3
- -14/24 percent interest in the Membership Interest of Little Shots, including an
undivided 3-14/24% interest in the Sharing Ratio and an undivided 2.50% interest
in the Designated Entity Sharing Ratio, to Larry.
E. As permitted by the Agreement, Little Shots transferred an undivided
1.25% interest in the Special Membership Interest of Little Shots, including an
undivided 1.25% interest in the Allocation of Profit and Distribution of Cash
(as such term is defined in the Agreement) to Elly CO.
F. As permitted by the Agreement, Little Shots transferred an undivided
1.25% interest in the Special Membership Interest of Little Shots, including an
undivided 1.25% interest in the Allocation of Profit and Distribution of Cash to
Norman CO.
G. As permitted by the Agreement, Little Shots transferred an undivided
2.50% interest in the Special Membership Interest of Little Shots, including an
undivided 2.50% interest in the Allocation of Profit and Distribution of Cash to
Larry CO.
H. The Members desire to amend the Agreement to reflect and provide for the
new ownership interests of the Members and Special Members in the LLC.
I. 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 below, the parties hereto agree as follows:
1. The Members and Special Members acknowledge and approve the transfers
described in the Recitals and agree that the LLC will abide by the terms and
provisions of such transfers.
2. Effective as of date of this Amendment, the Members, Membership
Interests, the Sharing Ratios, and Designated Entity Sharing Ratios as set forth
on Exhibit "A" to the Agreement are as follows:
Designated Entity
Name and Address of Each Member Sharing Ratio Sharing Ratio
- ------------------------------- ------------- ------------------
Elly Nevada, Inc. 31 23/24% 29.25%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
Norman Nevada, Inc. 31 23/24% 29.25%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
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Designated Entity
Name and Address of Each Member Sharing Ratio Sharing Ratio
- ------------------------------- ------------- ------------------
Larry Nevada, Inc. 8 14/24% 20.50%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
Little Shots Nevada L.L.C. 27 12/24% 21.00
3751 Victoria Park Ave.
Toronto, Ontario M1W 3Z4 Canada
3. Effective as of date of this Amendment, the Special Members, the Special
Membership Interests, and the Allocations of Profit and Distribution of Cash as
set forth on Exhibit "B" to the Agreement are as follows:
Allocation of Profit and
Name and Address of Each Special Member Distribution of Cash
- --------------------------------------- -------------------------
Elly Colorado, Inc. 29.25%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
Norman Colorado, Inc. 29.25%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
Larry Colorado, Inc. 20.50%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
Little Shots Nevada L.L.C. 21.00%
3751 Victoria Park Ave.
Toronto, Ontario MlW 3Z4 Canada
4. Except as amended hereby, the terms and provisions of the Agreement
shall remain unchanged and continue in full force and effect.
EXECUTED as of the 29th day of November, 2005.
MEMBERS:
ELLY NEVADA, INC.,
a Nevada corporate
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
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
SPECIAL MEMBERS:
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ ELLY REISMAN
-----------------------------
Elly Reisman, President
NORMAN COLORADO, INC.,
a Colorado corporation
By: /s/ NORMAN REISMAN
-----------------------------
Norman Reisman, President
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LARRY COLORADO, INC.,
a Colorado corporation
By: /s/ Larry Robbins
-----------------------------
Larry Robbins, 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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