Exhibit 3.3
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED OPERATING AGREEMENT
OF AMERICAN ROCK SALT COMPANY LLC
THIS CERTIFICATE OF AMENDMENT, dated as of the 11th day of June, 2001 to
that certain Xxxxxxx and Restated Operating Agreement dated October 28, 1998
(the "Operating Agreement") of American Rock Salt Company LLC, a limited
liability company formed under the laws of the State of New York (the
"Company").
At a meeting of the Members of the Company duly held on June 11, 2001,
and at which a quorum of the Members was present in person or by proxy, the
Operating Agreement was amended by a vote of the holders of not less than 67% of
the Common Units of the Company as follows:
1. A new Section 11.2.7 was added and reads in its entirety as
follows:
11.2.7 by a Founder who, immediately prior to the proposed
transfer of Class F Units owned by such Founder, owns 380 or
fewer Class F Units (i.e., 2% or less of the Common Units of the
Company).
2. The Operating Agreement was amended by virtue of an amendment to
the Membership Unit Purchase Plan (which appears as Exhibit C to
the Operating Agreement) that will have the effect, in the
single instance of the Company's agreements with Xxxxx Xxxxxx
(if any), of permitting variances from otherwise applicable
vesting and promissory note maturity date requirements of the
MUP Plan, all as set forth in the Purchase Agreement approved by
the Company's Executive Committee and to be entered into between
Xxxxxx and the Company.
3. Except as expressly amended at such meeting, the Operating
Agreement was in all respects ratified and confirmed, and all of
the terms, provisions and conditions thereof are and shall
remain in full force and effect, and this Amendment and all of
its terms, provisions and conditions shall be deemed to be a
part of the Operating Agreement.
A record of the proceedings of said meeting, including a records of the
votes cast and the tabulation thereof, has been retained in the official records
of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Certificate and
affirmed the truth of the statements herein set forth on the 11th day of June,
2001.
/s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx, Manager and
Member of the Executive Committee
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx, Manager and
Member of the Executive Committee
/s/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx, Manager and
Member of the Executive Committee
