EX-3.2(AF) 58 g97582exv3w2xafy.txt EX-3.2(AF) FIRST AMENDMENT TO JOINT VENTURE AGREEMENT OF PINERY JOINT VENTURE 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and the parties hereto recognize that Elly CO, Norman CO, Larry CO, Bruce CO, Harry CO, Seymour CO, and Haydn CO have withdrawn as venturers of the Company.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 2 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 3