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
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
RECITALS:Permits and Contracts • July 7th, 2004 • American Rock Salt Co LLC
