EXHIBIT 3.2 (am)
FIRST AMENDMENT TO
AMENDED AND RESTATED REGULATIONS OF
▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REGULATIONS OF ▇▇▇▇▇▇ ▇▇▇▇▇
USA L.L.C. (this "Amendment") is made and entered into by and among ELLY NEVADA,
INC., a Nevada corporation ("Elly"), ▇▇▇▇▇▇ NEVADA, INC., a Nevada corporation
("▇▇▇▇▇▇"), ▇▇▇▇▇ NEVADA, INC., a Nevada corporation ("▇▇▇▇▇"), LITTLE SHOTS
NEVADA L.L.C., a Nevada limited liability company ("Little Shots"), ELLY
COLORADO, INC., a Colorado corporation ("Elly CO"), ▇▇▇▇▇▇ COLORADO, INC., a
Colorado corporation ("▇▇▇▇▇▇ CO"), and ▇▇▇▇▇ COLORADO, INC., a Colorado
corporation ("▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇ USA L.L.C. (the "Agreement") dated as of September
1, 2005, regarding ▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇.
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
▇▇▇▇▇▇ 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
▇▇▇▇▇ 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%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Nevada, Inc. 31 23/24% 29.25%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
2
Designated Entity
Name and Address of Each Member Sharing Ratio Sharing Ratio
------------------------------- ------------- ------------------
▇▇▇▇▇ Nevada, Inc. 8 14/24% 20.50%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Little Shots Nevada L.L.C. 27 12/24% 21.00
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Colorado, Inc. 29.25%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Colorado, Inc. 20.50%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Little Shots Nevada L.L.C. 21.00%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President
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▇▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇ NEVADA, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
LITTLE SHOTS NEVADA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Managing Member
SPECIAL MEMBERS:
ELLY COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
4
▇▇▇▇▇ COLORADO, INC.,
a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
LITTLE SHOTS NEVADA L.L.C.,
a Nevada limited liability company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Managing Member
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