EXHIBIT 2.1.1 AMENDMENT NO. 1 TO PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT is made as of this 1st day of October, 1999, among U.S. Silica Company, a Delaware Corporation; Joseph H. Shearer; R. Scott Shearer; CATS, Inc., a...Purchase Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • Pennsylvania
EXHIBIT 10.1 USS HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of February 9, 1996 STOCKHOLDERS AGREEMENT dated as of February 9, 1996, among USS HOLDINGS, INC., a Delaware corporation (the "Corporation"), and the stockholders of' the Corporation...Stockholders Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
FromSecurity Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
EXHIBIT 10.2.1 ASSIGNMENT AND ASSUMPTION AGREEMENT 1. For and in consideration of the payment by D. George Harris & Associates, LLC, a Delaware limited liability company ("New DGHA") of one dollar ($1.00), D. George Harris & Associates, Inc., a...Assignment and Assumption Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
EXHIBIT 10.4 CREDIT AGREEMENT Dated as of September 30, 1999Credit Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
CONTRIBUTION AGREEMENT ----------------------Contribution Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • Delaware
EXHIBIT 10.1.2 USS HOLDINGS, INC. AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT Dated as of October 6, 1998 Table of ContentsStockholders Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
EXHIBIT 10.2 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (the "Agreement") dated as of October 1, 1998, among USS HOLDINGS, INC., a Delaware corporation ("USSH"), USS INTERMEDIATE HOLDCO, INC., a Delaware corporation ("USSIH"), U.S. SILICA...Management Services Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
as Buyer, andPurchase Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • Pennsylvania
AMENDED AND RESTATED BY-LAWS OF SHORE STONE COMPANY, INC.By-Laws • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC
EXHIBIT 10.1.1 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT AMENDMENT NO. 1 dated as of October 15, 1996 (the "Amendment"), among USS Holdings, Inc., a Delaware corporation (the "Corporation"), and the stockholders of the Corporation listed on the...Stockholders Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
Better Minerals & Aggregates Company (formerly named USS Intermediate Holdco, Inc.), a Delaware corporation (the "Company"), proposes to issue and ------- sell to Chase Securities Inc. and BNP Capital Markets, LLC (together with Chase Securities Inc.,...Exchange and Registration Rights Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
EXHIBIT 10.3 TAX SHARING AGREEMENT ---------------------Tax Sharing Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
OF STONE MATERIALS COMPANY, LLC DATED AS OF SEPTEMBER 30, 1999 LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • Delaware
BetweenIntellectual Property Security Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
INDENTUREIndenture • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN TABLE OF CONTENTS -----------------Parent Guaranty • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • New York
FromCanadian Security Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC • Ontario
1) Better Minerals & Aggregates Company, a Delaware corporation formerly known as "USS Intermediate Holdco, Inc." (the "Borrower"), the Guarantor and -------- George F. Pettinos (Canada) Limited, a corporation organized and existing under the laws of...Parent Guarantor Security Agreement • March 15th, 2000 • Commercial Aggregates Transportation & Sales LLC
BETWEENEquity Rights Agreement • April 6th, 2000 • Commercial Aggregates Transportation & Sales LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
