EXHIBIT 3.2 (am)
FIRST AMENDMENT TO
AMENDED AND RESTATED REGULATIONS OF
XXXXXX XXXXX USA L.L.C.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REGULATIONS OF XXXXXX XXXXX
USA L.L.C. (this "Amendment") is made and entered into by and among ELLY NEVADA,
INC., a Nevada corporation ("Elly"), XXXXXX NEVADA, INC., a Nevada corporation
("Xxxxxx"), XXXXX NEVADA, INC., a Nevada corporation ("Xxxxx"), LITTLE SHOTS
NEVADA L.L.C., a Nevada limited liability company ("Little Shots"), ELLY
COLORADO, INC., a Colorado corporation ("Elly CO"), XXXXXX COLORADO, INC., a
Colorado corporation ("Xxxxxx CO"), and XXXXX COLORADO, INC., a Colorado
corporation ("Xxxxx CO") (said parties being hereinafter sometimes referred to
collectively as "Members" and individually as "Member").
RECITALS:
A. The Members have heretofore entered into Amended and Restated
Regulations of Xxxxxx Xxxxx USA L.L.C. (the "Agreement") dated as of September
1, 2005, regarding Xxxxxx Xxxxx USA L.L.C. (the "LLC").
B. As permitted by the Agreement, Little Shots transferred an undivided
1-19/24% interest in the Membership Interest of Little Shots, including an
undivided 1-19/24% interest in the Sharing Ratio (as such term is defined in
the Agreement) and an undivided 1.25% interest in the Designated Entity Sharing
Ratio (as such term is defined in the Agreement), to Elly.
C. As permitted by the Agreement, Little Shots transferred an undivided 1
-19/24 percent interest in the Membership Interest of Little Shots, including an
undivided 1-19/24% interest in the Sharing Ratio and an undivided 1.25% interest
in the Designated Entity Sharing Ratio, to Norman.
D. As permitted by the Agreement, Little Shots transferred an undivided 3
-14/24 percent interest in the Membership Interest of Little Shots, including an
undivided 3-14/24% interest in the Sharing Ratio and an undivided 2.50% interest
in the Designated Entity Sharing Ratio, to Xxxxx.
E. As permitted by the Agreement, Little Shots transferred an undivided
1.25% interest in the Special Membership Interest of Little Shots, including an
undivided 1.25% interest in the Allocation of Profit and Distribution of Cash
(as such term is defined in the Agreement) to Elly CO.
F. As permitted by the Agreement, Little Shots transferred an undivided
1.25% interest in the Special Membership Interest of Little Shots, including an
undivided 1.25% interest in the Allocation of Profit and Distribution of Cash to
Xxxxxx CO.
G. As permitted by the Agreement, Little Shots transferred an undivided
2.50% interest in the Special Membership Interest of Little Shots, including an
undivided 2.50% interest in the Allocation of Profit and Distribution of Cash to
Xxxxx CO.
H. The Members desire to amend the Agreement to reflect and provide for the
new ownership interests of the Members and Special Members in the LLC.
I. 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 below, the parties hereto agree as follows:
1. The Members and Special Members acknowledge and approve the transfers
described in the Recitals and agree that the LLC will abide by the terms and
provisions of such transfers.
2. Effective as of date of this Amendment, the Members, Membership
Interests, the Sharing Ratios, and Designated Entity Sharing Ratios as set forth
on Exhibit "A" to the Agreement are as follows:
Designated Entity
Name and Address of Each Member Sharing Ratio Sharing Ratio
------------------------------- ------------- ------------------
Elly Nevada, Inc. 31 23/24% 29.25%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
Xxxxxx Nevada, Inc. 31 23/24% 29.25%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
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Designated Entity
Name and Address of Each Member Sharing Ratio Sharing Ratio
------------------------------- ------------- ------------------
Xxxxx Nevada, Inc. 8 14/24% 20.50%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
Little Shots Nevada L.L.C. 27 12/24% 21.00
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
3. Effective as of date of this Amendment, the Special Members, the Special
Membership Interests, and the Allocations of Profit and Distribution of Cash as
set forth on Exhibit "B" to the Agreement are as follows:
Allocation of Profit and
Name and Address of Each Special Member Distribution of Cash
--------------------------------------- -------------------------
Elly Colorado, Inc. 29.25%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
Xxxxxx Colorado, Inc. 29.25%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
Xxxxx Colorado, Inc. 20.50%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
Little Shots Nevada L.L.C. 21.00%
0000 Xxxxxxxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx XxX 0X0 Xxxxxx
4. Except as amended hereby, the terms and provisions of the Agreement
shall remain unchanged and continue in full force and effect.
EXECUTED as of the 29th day of November, 2005.
MEMBERS:
ELLY NEVADA, INC.,
a Nevada corporate
By: /s/ XXXX XXXXXXX
---------------------------
Xxxx Xxxxxxx, President
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XXXXXX NEVADA, INC.,
a Nevada corporation
By: /s/ XXXXXX XXXXXXX
-----------------------------
Xxxxxx Xxxxxxx, President
XXXXX NEVADA, INC.,
a Nevada corporation
By: /s/ XXXXX XXXXXXX
-----------------------------
Xxxxx Xxxxxxx, President
LITTLE SHOTS NEVADA L.L.C.,
a Nevada limited liability 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
SPECIAL MEMBERS:
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ XXXX XXXXXXX
-----------------------------
Xxxx Xxxxxxx, President
XXXXXX COLORADO, INC.,
a Colorado corporation
By: /s/ XXXXXX XXXXXXX
-----------------------------
Xxxxxx Xxxxxxx, President
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XXXXX COLORADO, INC.,
a Colorado corporation
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx, President
LITTLE SHOTS NEVADA L.L.C.,
a Nevada limited liability 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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