Exhibit 3.2 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
By and Among AMERICAN ROCK SALT COMPANY LLC (as Borrower)Credit Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
ARTICLE I DEFINITIONSPledge and Security Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
March 17, 2004 JEFFERIES & COMPANY, INC. 520 Madison Avenue 12th Floor New York, NY 10022 Ladies and Gentlemen: AMERICAN ROCK SALT COMPANY LLC, a New York limited liability company (the "Company"), is issuing and selling to Jefferies & Company, Inc....Registration Rights Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
AGREEMENTAgreement • July 7th, 2004 • American Rock Salt Co LLC • New York
FORM OF REVOLVING LOAN NOTEAmerican Rock Salt Co LLC • July 7th, 2004 • New York
FOR VALUE RECEIVED, the undersigned, AMERICAN ROCK SALT COMPANY LLC, a New York limited liability company (the "Borrower"), hereby unconditionally promises to pay to the order of [ ] (a "Lender"), under the Credit --------------- Agreement dated as of March 17, 2004 among the Borrower, the lenders parties thereto and MANUFACTURERS AND TRADERS TRUST COMPANY (the "Agent"), as agent for such lender parties, including without limitation the Lender (as the same may be amended, supplemented, terminated or otherwise modified from time to time, the "Credit Agreement"), at the offices of the Agent, at One M&T Plaza, Buffalo, New York 14240, the lesser of either the principal sum of [ ] DOLLARS ($[ ]) or the aggregate unpaid ------------------------- ------------ principal amount of all Revolving Loans (as defined in the Credit Agreement) made to the Borrower by this Lender pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pa
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 Amended and Restated Operating Agreement dated...American Rock Salt Co LLC • July 7th, 2004
March 5, 2004 JEFFERIES & COMPANY, INC. 520 Madison Avenue 12th Floor New York, NY 10022 Ladies and Gentlemen: American Rock Salt Company LLC, a New York limited liability company (the "Company") hereby agrees with you as follows: 1. Issuance of...Purchase Agreement • July 7th, 2004 • American Rock Salt Co LLC
MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILINGAmerican Rock Salt Co LLC • July 7th, 2004 • New York
INDENTURE,Article Twelve Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
Amendment No. 1 to Credit AgreementCredit Agreement • August 11th, 2005 • American Rock Salt Co LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDMENT No. 1 (this “Amendment”) dated as of June 30, 2005 to the Credit Agreement dated as of March 17, 2004 by and among, AMERICAN ROCK SALT COMPANY LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), the financial institutions from time to time party thereto (the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), as administrative agent (in such capacity, the “Agent”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”) and as issuer of the Standby L/C and Surety L/C (in such capacity, the “Letter of Credit Issuer”) (said Credit Agreement, being the “Credit Agreement”).
Exhibit 10.6 SINKING FUND COLLATERAL ACCOUNT AND PLEDGE AGREEMENT THIS SINKING FUND COLLATERAL ACCOUNT AND PLEDGE AGREEMENT, dated as of March 17, 2004 (as the same may be amended, modified, supplemented or restated from time to time, this...Account and Pledge Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated March 17, 2004 (as the same may be amended, modified, supplemented or restated from time to time, this "Agreement"), made by AMERICAN ROCK SALT COMPANY LLC, a New York limited liability...Security Agreement • July 7th, 2004 • American Rock Salt Co LLC • New York
AGREEMENT OF MERGERAgreement of Merger • June 13th, 2007 • American Rock Salt Co LLC • Mining & quarrying of nonmetallic minerals (no fuels)
AGREEMENT OF MERGER, dated as of June 12, 2007, but effective as of June 13, 2007, by and between AMERICAN ROCK SALT COMPANY LLC, a New York limited liability company (“ARS”) and ARS MERGECO LLC, a New York limited liability company (“Mergeco” and together with ARS, the “Constituent Companies”).
Salary Arrangement between the Company and Ann M. BlakeAmerican Rock Salt Co LLC • October 17th, 2008 • Mining & quarrying of nonmetallic minerals (no fuels)
Ann M. Blake was appointed effective October 13, 2008 to serve as Chief Financial Officer of American Rock Salt Company LLC. Her salary of $95,000 per year will be paid under an unwritten agreement, subject to modification from time to time at the sole discretion of the Executive Committee of the Board of Managers. Ms. Blake may also receive an annual cash bonus at the sole discretion of the Executive Committee of the Board of Managers.
RECITALS:Permits and Contracts • July 7th, 2004 • American Rock Salt Co LLC
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2006 By and Among AMERICAN ROCK SALT COMPANY LLC (as Borrower) MANUFACTURERS AND TRADERS TRUST COMPANY (as Arranger, Agent, Collateral Agent and Letters of Credit Issuer) and THE LENDERS PARTY...Credit Agreement • March 8th, 2006 • American Rock Salt Co LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 7, 2006, by and among AMERICAN ROCK SALT COMPANY LLC, a limited liability company organized under the laws of the State of New York (the “Borrower”), the financial institutions parties hereto from time to time (the “Lenders”), MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), as the Letters of Credit Issuer, as arranger for the credit facilities (in such capacity, the “Arranger”), as administrative agent for the Lenders (as listed on Appendix A) (in such capacity, the “Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”). This Agreement amends, restates and replaces in its entirety the Original Agreement (as hereafter defined).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT of AMERICAN ROCK SALT COMPANY LLC As of June 13, 2007Operating Agreement • December 22nd, 2008 • American Rock Salt Co LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into effective as of June 13, 2007 (the “Effective Date”) by and among AMERICAN ROCK SALT COMPANY LLC, a New York limited liability company (the “Company”), and AMERICAN ROCK SALT HOLDINGS LLC, a New York limited liability company, and, since the Effective Date, the sole member of the Company (the “Sole Member”).
