Exhibit 3.13
AMENDMENT TO
OPERATING AGREEMENT
OF
BRAM III NEIGHBORHOODS, LLC
THIS AMENDMENT TO OPERATING AGREEMENT OF BRAM III NEIGHBORHOODS, LLC (this
"Amendment") is made and entered into effective for all purposes and in all
respects as of the 28th day of December, 2004 by and among the undersigned
parties.
BACKGROUND
A. Neighborhood Holdings, LLC ("Holdings") previously formed a Virginia
limited liability company, known as "Bram III Neighborhoods, LLC" (the "Limited
Liability Company"), pursuant to (i) certain Articles of Organization of the
Limited Liability Company dated July 29, 2004, and (ii) an Operating Agreement
of the Limited Liability Company, dated as of July 29, 2004 (the "Operating
Agreement").
B. Holdings transferred, assigned and delivered to Neighborhood Capital,
LLC ("Capital"), all of its legal and beneficial right, title and interest as
the sole Member in the Limited Liability Company, as set forth in that certain
Assignment of Limited Liability Company Interests of even date herewith (the
"Assignment").
C. The parties hereto desire to amend the Operating Agreement to reflect
the Assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, here agree and certify as follows:
1. Assignment by Withdrawing Member. Holdings hereby avers and confirms
that it (i) has transferred, assigned and delivered to Capital all of its legal
and beneficial right, title and interest in and to a one hundred percent (100%)
interest as a Member in the Limited Liability Company; (ii) intends for Capital
to be admitted as a Member in the Limited Liability Company; and (iii) has
withdrawn as a Member of the Limited Liability Company.
2. Acceptance by New Member. Capital hereby confirms that it (i) has
accepted the foregoing assignment of interests constituting one hundred percent
(100%) of the interests as a Member in the Limited Liability Company; and (ii)
agrees to be bound by all of the provisions of the Operating Agreement, as
amended hereby.
3. Conforming Amendments. The Operating Agreement is hereby amended to the
extent necessary to reflect the foregoing.
4. Ratification. Except as amended herein, the Operating Agreement is
ratified and confirmed for ail purposes and in all respects.
5. Counterparts. This Amendment may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute the same document.
IN WITNESS WHEREOF, this Amendment has been executed by the undersigned as
of the date first herein, above set forth.
WITNESS: WITHDRAWING SOLE MEMBER:
NEIGHBORHOOD HOLDINGS, INC. LLC
/s/ By: /s/ ▇▇▇▇▇▇ ▇. Alloy
------------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. Alloy
Chairman
WITNESS: NEW SOLE MEMBER:
NEIGHBORHOODS CAPITAL, LLC
/s/ By: /s/ ▇▇▇▇▇▇ ▇. Alloy
------------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. Alloy
Chairman
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