EX-3.2(AA) 53 g97582exv3w2xaay.txt EX-3.2(AA) FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP 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and the parties hereto recognize that Elly NV, Norman NV, Larry NV, Bruce NV, Harry NV, Seymour NV, and Haydn NV, have withdrawn as limited partners of the Company.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 2 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 3 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 4