Exhibit 3.2(v)
FIRST AMENDMENT TO REGULATIONS OF
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DEVELOPMENT L.L.C.
THIS FIRST AMENDMENT TO REGULATIONS OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DEVELOPMENT L.L.C.
(this "Amendment") is made and entered into by and among 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"), LITTLE SHOTS NEVADA
L.L.C., a Nevada limited liability company ("Little Shots"), and ▇▇▇▇▇▇ ▇▇▇▇▇
USA L.L.C., a Nevada limited liability company ("Ashton USA").
RECITALS:
A. Elly NV, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇▇▇ NV, and Haydn
NV have heretofore entered into Regulations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Development L.L.C.
(the "Regulations") dated as of May 16, 1996, creating ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Development L.L.C., a Texas limited liability company (the "Company").
B. As permitted by the Regulations, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇▇▇ 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 Regulations, Elly NV, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ 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 Regulations 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 Regulations.
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, ▇▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇ NV, ▇▇▇▇▇▇▇
NV, Haydn NV, and Little Shots have withdrawn as Members of the Company.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 Regulations shall be as follows:
Sharing Ratio and
Member Funding Commitment
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▇▇▇▇▇▇ ▇▇▇▇▇ 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 Regulations
shall be delivered to Ashton USA in the manner provided in the Regulations, at
the following address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
5. By execution of this Amendment, Ashton USA agrees to be bound by the
terms and provisions of the Regulations, as amended hereby.
6. Except as amended hereby, the terms and provisions of the Regulations
shall remain unchanged and shall continue in full force and effect.
EXECUTED as of May 31, 1999.
MEMBER:
▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Managing Member
2
WITHDRAWING MEMBERS:
ELLY NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ NEVADA, INC.,
a Nevada Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
SEYMOUR NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, President
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HAYDN NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
LITTLE SHOTS NEVADA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ - Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Managing Member
4