Exhibit 3.3
AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
OF
GROVE INVESTORS LLC
AMENDMENT NO. 2, dated as of March 1, 1999, to THE SECOND AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GROVE INVESTORS LLC (the
"Company") dated as of June 27, 1998 (as the same may be amended, modified and
supplemented from time to time, the "LLC Agreement"), among the members of the
Company listed therein (the "Members"). Capitalized terms used herein and not
otherwise defined are used herein as defined in the LLC Agreement.
WHEREAS, the Management Committee wishes to admit an additional Employee
Member to the Company in accordance with the terms of Section 5.2 of the LLC
Agreement.
NOW THEREFORE, the LLC Agreement is amended as follows:
1. ADMISSION OF NEW EMPLOYEE MEMBER. Donald Manvel is hereby
admitted as a new Employee Member of the Company (the "New Employee Member") and
the New Employee Member agrees to observe, comply and be bound by all the
covenants, terms and conditions of the LLC Agreement and the Delaware Limited
Liability Company Act.
2. REPRESENTATIONS OF THE NEW EMPLOYEE MEMBER. The New Employee
Member hereby agrees that he shall have one "PTP Slot" allocated to him under
the LLC Agreement.
3. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
4. RATIFICATION OF THE LLC AGREEMENT. Except as otherwise expressly
provided herein, all of the terms and conditions of the LLC Agreement are hereby
ratified and shall remain unchanged and continue in full force and effect.
5. GOVERNING LAW. This Amendment shall be enforced, governed and
construed in all respects in accordance with the laws of the state of Delaware
applicable to agreements made and to be wholly performed in Delaware.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
agreed to be bound by the terms hereof.
NEW EMPLOYEE MEMBER:
/s/ DONALD MANVEL
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Xxxxxx Xxxxxx
XXXXX INVESTORS LLC
By: /s/ XXXXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Chairman
