AGREEMENT OF LIMITED PARTNERSHIP OF BH BUILDING PRODUCTS, LP

Exhibit 3.2(v)

AGREEMENT OF LIMITED PARTNERSHIP OF
BH BUILDING PRODUCTS, LP

        THIS AGREEMENT OF LIMITED PARTNERSHIP (this " Agreement ") is entered into as of the 11th day of March, 2005 between BH Procurement Services, LLC, a Delaware limited liability company (the " General Partner "), and Beazer Homes Texas, L.P., a Delaware limited partnership (the " Limited Partner " and together with the General Partner, the " Partners " and individually a " Partner ").

RECITALS

        WHEREAS, the General Partner and the Limited Partner desire to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended and in effect from time to time (the " Act "); and

        WHEREAS, in order to effect the business objectives of the Partnership, the parties hereto desire to provide the terms for the formation, capitalization and governance of the Partnership and to set forth in detail their rights and obligations relating to the Partnership.

        NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

TERMS OF AGREEMENT

• Section I. GENERAL PROVISIONS .

        1.1     Formation.     The parties hereto hereby agree to form the Partnership. The General Partner shall take all necessary action required by law to maintain the Partnership as a limited partnership under the Act and under the laws of all other jurisdictions in which the Partnership may elect to conduct business.

        1.2     Name.     The name of the Partnership shall be BH Building Products, LP.

        1.3     Business of the Partnership.     The purpose of the Partnership shall be to engage in the business of procuring building materials and supplies in the United States and to engage in any business activity related or incidental thereto.

        1.4     Place of Business.     The Partnership shall maintain its principal office and place of business at the address set forth on the signature page hereto. The Partnership shall also maintain an address and a place of business in the state of Delaware, located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19801. The registered agent of the Partnership at such address shall be Corporation Service Company. The General Partner may, at any time and from time to time, change the location of its place of business. The General Partner may establish such additional place or places of business as it may from time to time determine.

        1.5     Duration of the Partnership.     The Partnership shall commence on the date the Certificate of Limited Partnership for the Partnership is filed in accordance with the Act and shall continue its existence without interruption, subject to the provisions of the Act, until September 30, 2035, unless terminated at an earlier date in accordance with Section VIII of this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section VIII hereof, the Partners may extend the Partnership's term beyond September 30, 2035 by unanimous vote.

        1.6     Title to Partnership Property.     All property owned by the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity, and no Partner individually shall have any ownership interest in such property.

        1.7     Qualification to Do Business.     For the purpose of authorizing the Partnership to do business under the laws of any state, territory or possession of the United States or of any foreign country in

which it is necessary or convenient for the Partnership to transact business, the General Partner of the Partnership be, and they hereby are, authorized, directed and empowered, in the name and on behalf of the Partnership, to take such action as may be necessary or advisable to effect the qualification of the Partnership to do business as a foreign corporation in any of such states, territories, possessions or foreign countries and in connection therewith to appoint and substitute all necessary agents or attorneys for service of process, to designate or change the location of all necessary statutory offices, and to execute, acknowledge, verify, deliver, file or cause to be published any necessary applications, papers, certificates, reports, consents to service of process, powers of attorney and other instruments as may be required by any of such laws, and, whenever it is expedient for the Partnership to cease doing business and withdraw from any such state, territory, possession or foreign country, to revoke any appointment of agent or attorney for service of process and to file such applications, papers, certificates, reports, revocation of appointment or surrender of authority as may be necessary to terminate the authority of the Partnership to do business in any such state, territory, possession or foreign country.

        1.8     Fiscal Year.     The fiscal year of the Partnership shall end on September 30.

        Section II. DEFINITIONS.     For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following respective meanings:

        2.1     Act.     Defined in the recitals.

        2.2     Affiliate.     When used with reference to a specific Person, (a) any director, officer, employee or general partner of such Person and (b) a Person who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. As used herein, " control " shall mean the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

        2.3     Agreement.     This Agreement of Limited Partnership, as it may be amended from time to time.

        2.4     Applicable Law.     As to any Person, any law, act, ordinance, code, requirement, rule, regulation, policy, subpoena, order, writ, award, injunction, judgment or decree, whether foreign or domestic, and whether national, federal, state, provincial, or local, applicable to such Person or its assets.

        2.5     Bankruptcy.     For purposes of this Agreement, the filing by any Person of any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, insolvency or other similar statute, law or regulation; or the filing by any Person of any answer admitting (or the failure by such Person to make a required responsive pleading to) the material allegations of a petition filed against such Person in any such proceeding; or the seeking or consenting to or acquiescence in the judicial appointment of any trustee, fiscal agent, receiver or liquidator of such Person or of all or any substantial part of its properties or the taking of any action looking to its dissolution or liquidation; or the failure, within ninety (90) days after the commencement of an involuntary case or action against any such Person seeking any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, of such case or action to have been dismissed or of all orders and proceedings thereunder affecting the operations or the business of such Person to have been stayed, or the setting aside of the stay of any such order or proceeding thereafter; or the failure, within ninety (90) days after the judicial appointment without the consent or acquiescence of such Person of any trustee. fiscal agent, receiver or liquidator of such person or of all or any substantial part of its properties, of such appointment to have been vacated; or the assignment by such Person for the benefit of creditors or the admission in writing by such Person that its assets are insufficient to pay its liabilities as they come due.

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        2.6     Capital Account.     The account maintained by the Partnership for each Partner as provided in Section 4.3 of this Agreement.

        2.7     Capital Contributions.     The total amount of all cash and the fair market value of all property contributed (or deemed to be contributed) by each Partner to the Partnership.

        2.8     Cash Flow.     Any cash generated by the Partnership in any manner to the extent that the General Partner determines such cash is not necessary for the operation of the Partnership's business.

        2.9     Claims.     Defined in Section 3.4 hereof.

        2.10     Code.     The Internal Revenue Code of 1986, as amended and in effect from time to time, and any successor statute, statutes or statutory provisions thereto.

        2.11     General Partner.     Defined in the preamble hereof and any and all other Persons who become substitute or successor general partners in accordance with the provisions of this Agreement.

        2.12     Limited Partner.     Defined in the preamble hereof and any and all other Persons who become substitute or successor limited partners in accordance with the provisions of this Agreement.

        2.13     Liquidating Share.     In the case of the dissolution of the Partnership, the positive Capital Account balance of a Partner as of the close of business on the effective date of such dissolution.

        2.14     Liquidator.     Defined in Section 8.2(a) hereof.

        2.15     Partner and Partners.     Defined in the Recitals.

        2.16     Partnership.     BH Building Products, LP, the Delaware limited partnership.

        2.17     Partnership Interest.     The ownership interest of a Partner in the Partnership from time to time, including the right of such Partner to any and all distributions (liquidating and otherwise) and allocations of the income, gains, losses, deductions and credits of the Partnership to which such Partner may be entitled, as provided in this Agreement and in the Act, together with the management and participation rights devolving on such Partner by virtue of his or her status as a partner under the Act and as specifically set forth in this Agreement, and the obligations of such Partner to comply with all the terms and provisions of this Agreement and of the Act.

        2.18     Percentage Interest.     Each Partner's allocable share of all income, gains, losses, deductions, credits and, when specified herein, distributions of the Partnership.

        2.19     Person.     Any individual, partnership, corporation, trust, limited liability company or other entity,

        2.20     Service.     The Internal Revenue Service, an agency of the United States Government, or any successor agency thereto.

• Section III. POWERS, DUTIES, LIABILITIES AND COMPENSATION.

        3.1     Management of the Partnership.     The management and control of the business and affairs of the Partnership shall be vested in the General Partner.

        3.2     Authority of the General Partner.     

•         (a)   The General Partner shall have all the authority, rights and powers conferred by law and those required or appropriate to the management and operation of the Partnership's business. Except as otherwise expressly provided in this Agreement, all decisions with respect to any matter set forth in this Agreement or otherwise affecting or arising out of the conduct of the business of

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• the Partnership shall be made by the General Partner. Specifically, but not by way of limitation, the General Partner shall be authorized in the name of and on behalf of the Partnership:

  •         (i)    to borrow and lend money and, as security therefor, to mortgage, pledge or otherwise encumber the assets of the Partnership:

            (ii)   to employ such agents, employees, managers, investment managers, accountants, attorneys, consultants and other Persons, including itself, necessary or appropriate to carry out the business and affairs of the Partnership, whether or not any such Persons so employed are associated with or related to any Partner, and to pay such fees, expenses, salaries, wages and other compensation to such Persons as it shall, in its sole discretion, determine;

            (iii)  to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including any relating to the payment of taxes, either in favor of or against the Partnership;

            (iv)  to pay any and all fees and to make any and all expenditures which it in its sole discretion, deems necessary or appropriate in connection with the organization of the Partnership and the carrying out of its obligations and responsibilities under this Agreement;

            (v)   to enter into agreements and engage in any transaction with Persons with which or whom the General Partner is or may be affiliated or with any other Persons;

            (vi)  to make all elections required or permitted to be made by the Partnership under the Code, including but not limited to the election pursuant to Code Section 754 to adjust the basis of the Partnership's assets for United States Federal income tax purposes; and

            (vii) to assume and exercise all rights, powers and responsibilities granted to general partners by the Act.

          (b)   With respect to all of its rights, powers and responsibilities under this Agreement, the General Partner is authorized to execute and deliver, in the name and on behalf of the Partnership, such notes and other evidences of indebtedness, contracts, assignments, deeds, leases, loan agreements, mortgages, deeds of trust and other security instruments as it deems proper, all on such terms and conditions as it deems proper.

        3.3     Services of the General Partner.     The General Partner shall devote such time and effort to the business of the Partnership as may be necessary to promote adequately the interests of the Partnership and the mutual interests of the Partners; provided, however , that it is specifically understood and agreed that the General Partner (and the officers and directors of the General Partner) shall not be required to devote full time to the business of the Partnership; provided, further, that , the General Partner and its Affiliates may at any time and from time to time engage in and possess interests in other business ventures (whether or not in competition with the business of the Partnership) of any and every type and description, independently or with others, and neither the Partnership nor any Partner shall by virtue of this Agreement or otherwise have any right, title or interest in or to such independent ventures.

        3.4     Liability of the General Partner; Indemnification of the General Partner.     Neither the General Partner nor any of its Affiliates shall have any liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or inaction of the General Partner or any of its Affiliates, so long as the General Partner or such Affiliates, in good faith, shall have determined that such action or inaction was in the best interest of the Partnership and such action or inaction did not constitute fraud or willful misconduct. The General Partner and its Affiliates shall be indemnified by the Partnership to the fullest extent permitted by law against any losses, judgments, liabilities, damages, expenses and amounts paid in settlement of any claims (together, the " Claims ") sustained in

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connection with any act performed or omission within the scope of authority conferred by this Agreement; provided, that , such Claims were not the result of fraud or willful misconduct on the part of the General, Partner, or any of its Affiliates. The Partnership may advance to the General Partner and any of its Affiliates any amounts required to defend against any Claim for which the General Partner or any of such Affiliates may be entitled to indemnification in accordance with this Section 3.4 . If it is ultimately determined that the Person receiving such advance is not entitled to indemnification pursuant to this Section 3.4 , such Person shall promptly repay to the Partnership any amounts so advanced by the Partnership.

        3.5     Limitations on Limited Partner.     Except as set forth in this Agreement, the Limited Partner, in its capacity as Limited Partner, shall not (a) be permitted to take part in the control of the business or affairs of the Partnership, (b) have any voice in the management or operation of the Partnership or (c) have the authority or power in its capacity as Limited Partner to act as agent for or on behalf of the Partnership or any other Partner, to do any act that would be binding on the Partnership or any other Partner or to incur any expenditures on behalf of or with respect to the Partnership. A Limited Partner shall not have the right to demand or receive property other than cash for its Partnership Interest.

        3.6     Liability of Limited Partners.     So long as a Limited Partner complies with the provisions of Section 3.5 hereof, it shall not be required to make any contributions to the capital of the Partnership to restore a loss or deficit Capital Account balance in excess of its Capital Contribution, and it shall have no liability for the losses, debts, liabilities or other obligations of the Partnership in excess of its Capital Contribution except as otherwise provided under the Act.

        3.7     Rights of Limited Partners.     The Limited Partners shall have only the rights expressly granted to them in this Agreement and as required under the Act. Each Limited Partner may receive any distributions or allocations to which it is entitled in accordance with Section V hereof.

        3.8     Certain Fees and Expenses.     Except as specifically provided to the contrary in this Agreement, all out-of-pocket expenses incurred by the General Partner, whether or not in direct connection