Exhibit 3.3(a)
PROMETHEUS HOMEBUILDERS LLC
c/o Lazard Freres Real Estate Investors L.L.C.
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 4, 1999
PERSONAL AND CONFIDENTIAL
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The Fortress Group, Inc.
0000 Xxxxxx Xxxxxxxxx
XxXxxx, Xxxxxxxx 00000
Attn.: Secretary
Reference is made to that certain Amended and Restated
Stockholders Agreement, dated as of March 6, 1998 (the "Agreement'), by and
among The Fortress Group, Inc. (the "Company"), Prometheus Homebuilders LLC (the
"Purchaser") and the Stockholders named therein.
The Purchaser is hereby giving notice pursuant to Section
3.2(d) of the Agreement that it elects to have Sections (A) and (B) of Article
Eleventh of the Certificate of Incorporation of the Company be of no further
force and effect as of the date hereof; provided that such election is expressly
conditioned upon the amendments to the Bylaws of the Corporation and the
subsidiaries of the Corporation in the form attached hereto as Exhibit A
becoming effective.
Very truly yours,
PROMETHEUS HOMEBUILDERS LLC
By:
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Name:
Title:
