<PAGE>
FEDERAL EMPLOYER IDENTIFICATION NO. 22-2603175
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
COMPOST AMERICA HOLDING COMPANY, INC.
Pursuant to the provision of Section 14A:7-2, of the New
Jersey Business Corporation Act, the undersigned corporation executes the
following Certificate of Amendment to Certificate of Incorporation:
1. The name of the corporation is:
Compost America Holding Company, Inc.
2. The following amendment to the Certificate
of Incorporation was approved by the
directors of the corporation on the 23rd
day of March, 2000:
The Certificate of Amendment to the Certificate of
Incorporation of Compost America Holding Company, Inc. relating to the
Certificate of Designations of Rights and Preferences of Series D Exchangeable
Redeemable Preferred Stock (the "Series D Designation"), filed on April 27,
1998, as amended on June 15, 1998 (and as so amended, the "Series D
Certificate"), is hereby further amended as follows:
A. Paragraph 2 of the Series D Designation,
attached as Exhibit "A" to the Series D Certificate, is hereby
amended to read in full as follows:
"2. Cumulative Dividends; Priority.
------------------------------
(a) The holders of record of shares
of Series D Preferred Stock are entitled to a
cumulative noncompounded dividend equal to 8% per
annum, payable when declared by the Company's Board
of Directors, and upon any exchange or redemption of
the Series D Preferred Stock. Dividends shall be
payable semi-annually by the Company on June 30th and
December 31st of each year. Through November 3, 2004,
dividends on the Series D Preferred Stock may be paid
either in cash or, at the election of the Company, by
delivery of additional shares of Common Stock having
an aggregate "Market Value" (as hereinafter defined)
equal to the amount of such dividend, or in any
combination of cash and shares of Common Stock. For
purposes of dividend payments, each share of Common
Stock will be deemed to have a "Market Value" equal
to ninety percent (90%) of the "Average Share Price"
<PAGE>
as defined in Section 5(a) for the ten (10)
consecutive trading days preceding the dividend
payment date. Dividends on shares of the Series D
Preferred Stock will be cumulative on a daily basis
from the date of initial issuance of such shares of
Series D Preferred Stock. Dividends will be payable,
in arrears, to holders of record as they appear on
the stock books of the Company on such record dates,
not more than 60 days nor less than 10 days preceding
the payment dates thereof, as shall be fixed by the
Board of Directors. The amount of dividends payable
for each full dividend period shall be computed by
dividing the annual dividend payment by two. The
amount of dividends payable for the initial dividend
period or any period shorter or longer than a full
dividend period shall be calculated on the basis of a
360-day year of twelve 30-day months. No dividends
may be declared or paid or set apart for payment on
any parity stock with regard to the payment of
dividends unless there shall also be or have been
declared and paid or set apart for payment on the
Series D Preferred Stock, like dividends for all
dividend payment periods of the Series D Preferred
Stock ending on or before the dividend payment date
of such parity stock, ratably in proportion to the
respective amounts of dividends (x) accumulated and
unpaid or payable on such parity stock, on the one
hand, and (y) accumulated and unpaid through the
dividend payment period or periods of Series D
Preferred Stock next preceding such dividend payment
date, on the other hand.
Except as set forth in the preceding
sentence, unless full cumulative dividends on the
Series D Preferred Stock have been paid, no dividends
(other than in Common Stock of the Company) may be
paid or declared or set aside for payment or other
distribution made upon the Common Stock or any other
Junior Stock of the Company or on a parity with the
Series D Preferred Stock as to dividends, nor may any
Common Stock or any other Junior Stock or parity
stock of the Company, except as provided in that
certain Sharing Agreement dated March 31, 2000
between the Company, Wasteco Ventures Limited and
Robert J. Longo, as amended, be redeemed, purchased
or otherwise acquired for any consideration (or any
payment be made to or available for a sinking fund
for the redemption of any shares of such stock);
provided, that any such Junior Stock or parity stock
may be converted into or exchanged for stock of the
Company ranking junior to the Series D Preferred
Stock as to dividends."
B. Paragraph 9 of the Series D
Designation is hereby deleted in its entirety.
The Series D Certificate is hereby further amended as follows:
A. A new paragraph 8 is added to the Series D
Certificate as follows:
<PAGE>
"Pursuant to the provisions of Section 14A:7-2(2) of
the New Jersey Business Corporation Act, the
undersigned corporation executes the following
Certificate of Amendment to the Certificate of
Incorporation relating to a Certificate of
Designations of Rights and Preferences of Series D
Exchangeable Redeemable Preferred Stock filed on
April 27, 1998, as amended on June 15, 1998."
B. A new paragraph 9 is added to the Series D
Certificate immediately following paragraph 8 and preceding
the resolution, as follows:
The Certificate of Incorporation is further
amended so that the relative rights,
preferences and limitations of each class
and series acted upon in the resolution are
as stated in the resolution.
C. A new paragraph 10 is added to the Series D
Certificate immediately after new paragraph 9 and preceding
the resolution as follows:
The resolution referred to in paragraph 9 is
the resolution of the Board dated March 23,
2000 setting forth its actions and stating
the relative rights, preferences and
limitations of the shares of Series D
Exchangeable Redeemable Preferred Stock
thereby created and is set forth below.
This Certificate of Incorporation is amended so that the
relative rights, preferences and limitations of each class and series
acted upon in the resolution, are as stated in the resolution.
The resolution referred to in the immediately preceding
paragraph was adopted by the Board of Directors on March 23, 2000, and is the
resolution of the Board setting forth the actions and stating the relative
rights, preferences and limitations of the shares of Series D Preferred Stock
and is set forth below:
RESOLVED, that the Certificate of Amendment and the
Certificate of Designations of Rights and Preferences of
Series D Exchangeable Redeemable Preferred Stock filed on
April 27, 1998, as amended June 15, 1998, is confirmed
<PAGE>
in all respects and is incorporated herein by reference;
subject, however, to the further amendments set forth in the
Certificate of Amendment dated June 14, 2000 and the Board
authorizes the filing with the Secretary of State of the State
of New Jersey of such Certificate of Amendment.
Dated this 14th day of June, 2000.
COMPOST AMERICA HOLDING COMPANY, INC.
BY: ____________________________________________
Marvin Roseman
Office of the President
BY: ____________________________________________
Chris Daggett
Office of the President
BY: ____________________________________________
Richard Franks
Assistant Secretary
