Exhibit 3.2(e)
FIRST AMENDMENT TO REGULATIONS OF
XXXXXX XXXXX CALIFORNIA L.L.C.
THIS FIRST AMENDMENT TO REGULATIONS OF XXXXXX XXXXX CALIFORNIA L.L.C. (this
"Amendment") is made and entered into by and among ELLY NEVADA, INC., a Nevada
corporation ("Elly NV"), XXXXXX NEVADA, INC., a Nevada corporation ("Xxxxxx
NV"), XXXXX NEVADA, INC., a Nevada corporation ("Xxxxx NV"), XXXXX NEVADA, INC.,
a Nevada corporation ("Xxxxx NV"), XXXXX NEVADA, INC., a Nevada corporation
("Xxxxx NV"), SEYMOUR NEVADA, INC., a Nevada corporation ("Seymour NV"), HAYDN
NEVADA, INC., a Nevada corporation ("Haydn NV"), LITTLE SHOTS NEVADA L.L.C., a
Nevada limited liability company ("Little Shots"), and XXXXXX XXXXX USA L.L.C.,
a Nevada limited liability company ("Ashton USA").
RECITALS:
A. Elly NV, Xxxxxx NV, Xxxxx NV, Xxxxx NV, Xxxxx NV, Xxxxxxx NV, and Haydn
NV have heretofore entered into Regulations of Xxxxxx Xxxxx California L.L.C.
(the "Regulations") dated as of February 6, 1997, creating Xxxxxx Xxxxx
California L.L.C., a Nevada limited liability company (the "Company").
B. As permitted by the Regulations, Xxxxx NV, Xxxxx NV, Xxxxxxx NV, and
Haydn NV transferred all of their right, title, and interest in and to the
Company to Little Shots.
C. As permitted by the Regulations, Elly NV, Xxxxxx NV, Xxxxx NV, and
Little Shots transferred all of their right, title, and interest in and to the
Company to Ashton USA.
D. The parties hereto desire to amend the Regulations to reflect the
transfers described above and provide for the admission of Ashton USA as the
sole member of the Company.
E. Capitalized terms, not specifically defined in this Amendment, shall
have the meanings given such terms in the Regulations.
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 Recitals B and C above are hereby approved.
2. Ashton USA is hereby admitted as a Member of the Company and the parties
hereto recognize that Elly NV, Xxxxxx NV, Xxxxx NV, Xxxxx NV, Xxxxx NV, Xxxxxxx
NV, Haydn NV, and Little Shots have withdrawn as Members of the Company. The
only Member of the Company is Ashton USA.
3. The Sharing Ratios and funding commitments of the Members set forth on
Exhibit "A" to the Regulations shall be as follows:
Member Sharing Ratio and Funding Commitment
------ ------------------------------------
Xxxxxx Xxxxx 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 Regulations
shall be delivered to Ashton USA in the manner provided in the Regulations, at
the following address:
000 Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxx X0X 0X0 Xxxxxx
5. By execution of this Amendment, Ashton USA agrees to be bound by the
terms and provisions of the Regulations, as amended hereby.
6. Except as amended hereby, the terms and provisions of the Regulations
shall remain unchanged and shall continue in full force and effect.
EXECUTED as of May 31, 1999.
MEMBER:
XXXXXX XXXXX USA 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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WITHDRAWING MEMBERS:
ELLY NEVADA, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx, President
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
XXXXX NEVADA, INC.,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, President
XXXXX NEVADA, INC.,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx, President
SEYMOUR NEVADA, INC.,
a Nevada corporation
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx, President
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HAYDN NEVADA, INC.,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx, 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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