Exhibit 3.2(aa)
FIRST AMENDMENT
TO AGREEMENT OF LIMITED PARTNERSHIP OF
▇▇▇▇▇▇ ▇▇▇▇▇ ORLANDO LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ▇▇▇▇▇▇ ▇▇▇▇▇
ORLANDO LIMITED PARTNERSHIP (this "Amendment") is made and entered into by and
among ▇▇▇▇▇▇ ▇▇▇▇▇ FLORIDA L.L.C., a Nevada limited liability company "Ashton
FL"), ELLY NEVADA, INC., a Nevada corporation ("Elly NV"), ▇▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation ("▇▇▇▇▇▇ NV"), ▇▇▇▇▇ NEVADA, INC., a Nevada corporation
▇▇▇▇▇ NV"), ▇▇▇▇▇ NEVADA, INC., a Nevada corporation ("▇▇▇▇▇ NV"), ▇▇▇▇▇ NEVADA,
INC., a Nevada corporation ("▇▇▇▇▇ NV"), SEYMOUR NEVADA, INC., a Nevada
corporation ("Seymour NV"), HAYDN NEVADA, INC., a Nevada corporation ("Haydn
NV"), ▇▇▇▇▇-▇▇▇▇▇ ENTERPRISES, INC., a Florida corporation ("Grant"), R. A.
INVESTMENT HOLDINGS, INC., a Florida corporation ("RA"), and ▇▇▇▇▇▇ ▇▇▇▇▇ USA
L.L.C, a Nevada limited liability company ("Ashton USA").
RECITALS:
▇. ▇▇▇▇▇▇ FL, Elly NV, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇▇▇ NV,
Haydn NV, Grant, and RA have heretofore entered into a Limited Partnership
Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇ Orlando Limited Partnership (the "Agreement") dated as
of December 28, 1997, creating ▇▇▇▇▇▇ ▇▇▇▇▇ Orlando Limited Partnership, a
Florida limited partnership (the "Company").
B. As permitted by the Agreement, Elly NV, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV,
▇▇▇▇▇ NV, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇
NV, ▇▇▇▇▇▇▇ NV, and Haydn NV, have withdrawn as limited partners of the Company.
The only limited partners of the Company are ▇▇▇▇▇, ▇▇, 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
-------- --------------------
▇▇▇▇▇▇ ▇▇▇▇▇ Florida L.L.C./General Partner 1%
▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C./Limited Partner 74%
▇▇▇▇▇-▇▇▇▇▇ 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:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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:
▇▇▇▇▇▇ ▇▇▇▇▇ FLORIDA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Managing Member
2
LIMITED PARTNERS:
▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Managing Member
▇▇▇▇▇-▇▇▇▇▇ ENTERPRISES, INC.,
a Florida corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
R.A. INVESTMENT HOLDINGS, INC.,
a Florida corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
WITHDRAWING LIMITED PARTNERS:
ELLY NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ - President
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▇▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
SEYMOUR NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, President
HAYDN NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
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