Exhibit 3.2 (ag)
AGREEMENT
(PINERY JOINT VENTURE)
THIS AGREEMENT (this "Agreement") is made and entered into by and among
ELLY COLORADO, INC., a Colorado corporation ("Elly CO"), XXXXXX COLORADO, INC.,
a Colorado corporation ("Xxxxxx CO") XXXXX COLORADO, INC., a Colorado
corporation ("Xxxxx CO"), XXXXX COLORADO, INC., a Colorado corporation ("Bruce
CO"), XXXXX COLORADO, INC., a Colorado corporation ("Xxxxx CO"), SEYMOUR
COLORADO, INC., a Colorado corporation ("Seymour CO"), HAYDN COLORADO, INC., a
Colorado corporation ("Haydn CO"), and XXXXXX XXXXX USA L.L.C., a Nevada limited
liability company ("Ashton USA").
RECITALS:
A. Elly CO, Xxxxxx CO, Xxxxx CO, Bruce CO, Xxxxx CO, Xxxxxxx CO, and Haydn
CO (the "Colorado Companies") entered into the Joint Venture Agreement of Pinery
Joint Venture (the "Original Agreement") dated as of September 29, 1993,
creating Pinery Joint Venture, a Colorado joint venture (the "Venture").
B. As permitted by the Original Agreement, the Colorado Companies
transferred all of their right, title, and interest in and to the Venture to
Ashton USA, and the Original Agreement was amended by a First Amendment to Joint
Venture Agreement of Pinery Joint Venture (the "First Amendment") dated May 31,
1999, executed by the parties hereto. The Original Agreement, as amended by the
First Amendment, is herein referred to as the "Joint Venture Agreement."
C. The parties hereto desire to provide for the operation of the Venture
from and after the date hereof.
NOW, THEREFORE, for and in consideration of the premises and the respective
agreements set forth herein, the parties hereto agree as follows:
1. Notwithstanding that Xxxxxx Xxxxx USA is the sole venturer of the
Venture, the real and personal property of the Venture currently held in the
name of the Venture shall continue to be held in the name of the Venture. In
addition, any real or personal property acquired by the Venture after the date
of this Agreement may be held in the name of the Venture or in the name of
Ashton USA.
2. Ashton USA, acting as the sole venturer of the Venture, hereby
designates the Colorado Companies as, and the Colorado Companies agree that they
will act as, the duly authorized agents and authorized representatives of the
Venture for any and all legal purposes, including, but not limited to,
acquiring, owning, developing, improving, leasing, and selling real and/or
personal property in the State of Colorado. As such agents and authorized
representatives, the Colorado Companies are authorized to enter into any and all
covenants, agreements, instruments, deeds, notes, deeds of trust, mortgages,
affidavits, certificates, closing statements, and other documents on behalf of
the Venture.
3. This Agreement shall terminate, at the election of Ashton USA, upon
written notice to the Colorado Companies.
EXECUTED as of May 31, 1999.
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Vice President
NORMAH COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Vice President
XXXXX COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, Vice President
XXXXX COLORADO, INC.,
a Colorado corporation.
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, Vice President
XXXXX COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President
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SEYMOUR COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, Vice President
HAYDN COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, Vice President
XXXXXX XXXXX USA L.L.C.,
a Nevada limited 1iability company
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, Managing Member
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx, Managing Member
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, Managing Member
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