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"), ▇▇▇▇▇▇ COLORADO, INC., a Colorado corporation
("▇▇▇▇▇▇ CO"), ▇▇▇▇▇ COLORADO, INC., a Colorado corporation ("▇▇▇▇▇ CO"), ▇▇▇▇▇
COLORADO, INC., a Colorado corporation ("Bruce CO"), ▇▇▇▇▇ COLORADO, INC., a
Colorado corporation ("▇▇▇▇▇ CO"), SEYMOUR COLORADO, INC., a Colorado
corporation ("Seymour CO"), HAYDN COLORADO, INC., a Colorado corporation ("Haydn
CO"), and ▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C., a Nevada limited liability company ("Ashton
USA").
RECITALS:
A. Elly CO, ▇▇▇▇▇▇ CO, ▇▇▇▇▇ CO, Bruce CO, ▇▇▇▇▇ CO, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ CO, ▇▇▇▇▇ CO, ▇▇▇▇▇ CO,
▇▇▇▇▇ CO, ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ CO, ▇▇▇▇▇ CO, ▇▇▇▇▇ CO, ▇▇▇▇▇ CO,
▇▇▇▇▇▇▇ CO, and Haydn CO have withdrawn as venturers of the Company.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
-------- ----------------------
▇▇▇▇▇▇ ▇▇▇▇▇ 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;
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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:
▇▇▇▇▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Managing Member
WITHDRAWING VENTURERS:
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇, President
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▇▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
SEYMOUR COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, President
HAYDN COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
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