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CERTIFICATE OF AMENDMENT
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New World Pasta Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: The Board of Directors of the Corporation has adopted the following
resolutions proposing and declaring advisable the following amendment to the
Amended and Restated Certificate of Incorporation of the Corporation:
RESOLVED, that the amendment of Article Fourth of the Corporation's Amended
and Restated Certificate of Incorporation to read in its entirety as follows
(the "Amendment") is hereby proposed and declared to be advisable and in the
best interests of the Corporation:
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 7,500,000 shares
of common stock, each having a par value of one penny ($.01)
("Common Stock"), and 115,000 shares of 12% Cumulative,
Redeemable Preferred Stock, each having a par value of one
penny ($.01) which shall have the designations, preferences
and rights set forth in Article FIFTH (the "12% Preferred
Stock"), subject to the qualifications, limitations and
restrictions set forth therein.
SECOND: Thereafter, pursuant to the resolution of its Board of Directors,
in lieu of a meeting and vote of stockholders, the stockholders of the
Corporation have given a written consent to the Amendment in accordance with the
provisions of the General Corporation Law of the State of Delaware.
THIRD: The Amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by the undersigned, this 23rd day of June 2000.
/s/ Mark E. Kimmel
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Mark E. Kimmel, Vice President and
Secretary
