EXECUTION COPY AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "Agreement" or this "Amendment"), dated as of July 31, 1997, is entered into by and among DRAVO CORPORATION, a Pennsylvania corporation ("Dravo "), DRAVO LIME COMPANY, a Delaware...

EXECUTION 
COPY

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (this "Agreement" or this 
"Amendment"), dated as of July 31, 1997, is entered into 
by and among DRAVO CORPORATION, a Pennsylvania 
corporation ("Dravo "), DRAVO LIME COMPANY, a Delaware 
corporation ("Lime"), DRAVO BASIC MATERIALS COMPANY, 
INC., an Alabama corporation ("Basic", together with Lime 
referred to herein as the "Companies"), REGIONS BANK, 
formerly known as First Alabama Bank ("Regions"), PNC 
BANK, NATIONAL ASSOCIATION (formerly known as Pittsburgh 
National Bank) ("PNC"), BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION (successor by merger to Bank of 
America Illinois) ("BA"), THE PRUDENTIAL INSURANCE 
COMPANY OF AMERICA (acting through Prudential Capital 
Group) ("Prudential"); Regions, PNC, BA and Prudential 
herein collectively referred to as "Lenders", and each a 
"Lender", and Regions, as agent for the Lenders (in such 
capacity, together with its successors and assigns, the 
"Agent") and BA, as documentation agent for the Lenders 
(in such capacity, together with its successors and 
assigns, the "Documentation Agent").


PRELIMINARY STATEMENTS


(1)	The Companies, Dravo and the Lenders have 
entered into an Override Agreement, dated as of January 
21, 1992, as amended by the First Amendment to Override 
Agreement, dated March 10, 1993, the Second Amendment to 
Override Agreement, dated as of March 7, 1994, the 
Amendment Agreement, dated as of August 1, 1994, the 
Amendment Agreement, dated as of January 3, 1995, the 
Amendment Agreement, dated as of December 31, 1995 and 
the Amendment and Restatement of Articles IV, V and VI of 
the Override Agreement and Amendment and Restatement of 
Appendix A Definitions dated as of February 15, 1996 (as 
so amended and restated, the "Override Agreement"). In 
addition, the Companies, the Agent, the Documentation 
Agent and the Lenders have entered into an Amended and 
Restated Revolving Credit Agreement, dated as of January 
21 1992, as amended by the First Amendment to Amended and 
Restated Revolving Credit Agreement, dated as of March 7, 
1994, the Amendment Agreement dated as of August 1, 1994, 
the Amendment Agreement dated as of January 3, 1995, the 
Amendment Agreement dated as of December 31, 1995, and 
the Amendment Agreement dated as of June 28, 1996 (as so 
amended, the "Revolving Credit Agreement"). Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Override Agreement.

(2)	The parties hereto desire to amend certain 
provisions of the Override Agreement as set out 
hereinbelow.

(3)	The parties hereto further desire to amend the 
Revolving Credit Agreement and certain other Operative 
Documents to extend the Maturity Date of the Revolving 
Line of Credit from July 31, 1998 to July 31, 1999, and 
to extend the availability of the Letters of Credit until 
July 31, 1999, among other things.



	2

NOW, THEREFORE, in consideration of the mutual 
agreements herein contained and other good and valuable 
consideration, the receipt and adequacy of which are 
hereby acknowledged, the parties hereto agree to amend 
the Override Agreement, the Revolving Credit Agreement 
and the other Operative Documents as follows:


ARTICLE I

SEVENTH AMENDMENT TO
OVERRIDE AGREEMENT

SECTION 1.01.   Amendments to Override Agreement. 
The Override Agreement shall be, effective as of the date 
hereof and subject to the satisfaction of the conditions 
precedent set forth in Section 3.01 hereof, amended as 
follows:

(a)	Amendments to Article V. Section 5.01ct)) of 
Article V is amended by deleting same in its entirety and 
substituting therefor the following in place thereof:

"(b)  Dravo Restricted Payments. Dravo shall not: 
(x) pay or declare any dividend on any class of its 
stock or make any other distribution on account of 
any class of its stock (referred to herein 
collectively as "Dividends") or (y) make, directly 
or indirectly (including by a Subsidiary of Dravo), 
any Excess Redemption (all Dividends and Excess 
Redemptions collectively referred to herein as 
"Dravo Restricted Payments") if such Dravo 
Restricted Payments, taken together with all other 
Dravo Restricted Payments made after December 31, 
1995, would exceed the sum of (i) $5,000,000, and 
(ii) 25% of Consolidated Net Earnings Available for 
Common Stock after December 31, 1995. There shall 
not be included in Dravo Restricted Payments (x) 
Dividends paid, or distributions made, in stock of 
Dravo; or (y) exchanges of stock of one or more 
classes of Dravo for common stock of Dravo or for 
stock of Dravo of the same class, except to the 
extent that cash or other value is involved in such 
exchange; or (z) the payment of regularly scheduled 
dividends on the Shares or the Preferred Stock 
Series B originally issued to the Xxxxxxxx estate 
("Xxxxxxxx Shares"). The term "stock", as used in 
this Section 5.01 (b), shall include warrants or 
options to purchase stock. Notwithstanding the 
foregoing, Dravo shall not make a Dravo Restricted 
Payment if a Default or Event of Default has 
occurred or would occur as a result of such Dravo 
Restricted Payment. As used herein, the term 
"Excess Redemption" means any redemption, purchase 
or other acquisition of any shares of the capital 
stock of Dravo in an amount exceeding the cash 
proceeds received by Dravo in connection with any 
issuance or sale of any capital stock (including, 
without limitation, any preferred stock) of Dravo 
in an amount exceeding cash proceeds received by 
Dravo (net of all reasonable costs and expenses 
incurred by Dravo in connection with such issuance 
of capital stock) occurring after December 31, 
1995."

3

(b)   Amendments to Appendix A. Subsection (a) of 
Appendix A regarding Definitions shall be amended as 
follows:

(i)	The definition of "Fixed Charge Coverage Ratio" 
found in subsection (a) of Appendix A to the 
Override Agreement is amended by deleting same 
in its entirety and substituting therefor the 
following definition in place thereof:

"Fixed Charge Coverage Ratio" shall mean, for 
any fiscal quarter of Dravo, the ratio 
obtained by dividing (a) EBITDAR of Dravo and 
its Subsidiaries for the three immediately 
preceding fiscal quarters of Dravo and the 
quarter of determination (the "Relevant 
Preceding Period") by (b) the sum of: (i) the 
amount of interest paid or accrued (including 
all imputed or capitalized interest) on all 
Debt of Dravo and its Subsidiaries during the 
Relevant Preceding Period (including all 
imputed interest on Capitalized Lease 
Obligations) plus (ii) all installments of 
Funded Debt (excluding the indebtedness 
incurred by the Company under the Revolving 
Credit Agreement) paid or scheduled to be paid 
during the Relevant Preceding Period plus 
(iii) the dividends paid or scheduled to be 
paid to the holders of the Shares or any other 
preferred stock of Dravo or any of its 
Subsidiaries during the Relevant Preceding 
Period plus (iv) the redemptions of the Shares 
or any other preferred stock, if any, of Dravo 
or any of its Subsidiaries made by Dravo 
during the Relevant Preceding Period, plus (v) 
net rentals as reflected on the most recently 
delivered financial statements."

(ii)	Subsection (a) of Appendix A is further amended 
by adding in alphabetical order the following 
definition thereto:

"Consolidated Net Earnings Available for 
Common Stock" shall mean the Consolidated Net 
Earnings from Continuing Operations less any 
dividends paid on any preferred stock."

(c)	Amendment to Party Name. All references to the 
term "FAB" in the Override Agreement and Operative 
Documents shall be deleted and substituted in place 
thereof is the term "Regions".  All references to the 
term "BAI" in the Override Agreement and Operative 
Documents shall be deleted and substituted in place 
thereof is the term "BA".

4

ARTICLE II

SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

SECTION 2.01. Sixth Amendment. The parties hereto 
entered into an Amendment Agreement, dated as of June 28, 
1996 (the "1996 Amendment Agreement"), that amended the 
Revolving Credit Agreement. The amendment contained in 
the 1996 Amendment Agreement designated the amendment to 
the Revolving Credit Agreement as the "Sixth Amendment to 
the Revolving Credit Agreement".  The parties hereto had 
also entered into an Amendment Agreement, dated as of 
December 31, 1995 (the "1995 Amendment Agreement") 
amending the Revolving Credit Agreement. The amendment 
contained in the 1995 Amendment Agreement designated the 
amendment to the Revolving Credit Agreement as the "Fifth 
Amendment to the Revolving Credit Agreement". The 
foregoing reference in the 1996 Amendment Agreement was 
incorrect as such amendment was, in fact, the fifth 
amendment to the Revolving Credit Agreement. The 
reference in the 1996 Amendment Agreement is herein 
designated as the "Fifth Amendment to Revolving Credit 
Agreement". The foregoing reference in the 1995 Amendment 
Agreement was incorrect as such amendment was, in fact, 
the fourth amendment to the Revolving Credit Agreement. 
The reference in the 1995 Amendment Agreement is herein 
designated as the "Fourth Amendment to the Revolving 
Credit Agreement". The amendment to the Revolving Credit 
Agreement contained herein is referenced as the "Sixth 
Amendment to Revolving Credit Agreement".

SECTION 2.02. Amendments to Revolving Credit 
Agreement. The Revolving Credit Agreement shall be, 
effective as of the date hereof and subject to the 
conditions precedent set forth in Section 3.01 hereof, 
amended as follows:

(a)	The first sentence of Section 1.1(a) is 
amended by deleting the date "July 31, 1998" and 
substituting therefor the date "July 31, 1999."

(b)	The first sentence of Section 1.1(a) is 
further amended by deleting the phrase "SIXTY-FIVE 
MILLION AND NO/100THS DOLLARS ($65,000,000.00)" in its 
entirety and substituting therefor the new phrase "F1FTY-
THREE MILLION AND NO/100THS DOLLARS ($53,000,000.00)."

(c)	The fourth sentence of Section 1.1(a) is 
amended by deleting the date "July 31, 1998" and 
substituting therefor the date "July 31, 1999."

(d)	Section 1.1(a) is further amended by deleting 
in its entirety the following sentence found at the end 
thereof:

"Notwithstanding anything in this Agreement to the 
contrary, the maximum available Revolving Line of 
Credit, together with the Stated Amount of all 
outstanding Letters of Credit shall, as of August 
1, 1997, and thereafter, be reduced from SIXTY-FIVE 
MILLION DOLLARS ($65,000,000.00) to FORTY-EIGHT 
MILLION DOLLARS ($48,000,000.00), and, as of August 
1, 1997, the maximum limitation for each Lender

	5

shown opposite the name of each Lender on Schedule 
I shall be reduced on a proportionate basis to the 
foregoing reduction in the maximum available 
Revolving Line of Credit, together with the Stated 
Amount of all outstanding Letters of Credit."

(e)   The second sentence of Section 1.1(c) is 
amended by deleting the phrase "SIXTY-FIVE MILLION AND 
NO/100THS DOLLARS ($65,000,000.00)" in its entirety and 
substituting therefor the new phrase "FIFTY-THREE MILLION 
AND NO/l00THS DOLLARS ($53,000,000.00)."

(f)	Section 1.1(c) is further amended by deleting 
in its entirety the following sentence found at the end 
thereof:

"On July 31, 1997, the Revolving Notes shall be 
amended by Borrowers and each respective Lender to 
indicate the extension of the Maturity Date to July 
31, 1998, and the reduction of the maximum 
available Revolving Line of Credit, together with 
the Stated Amount of all outstanding Letters of 
Credit, from $65,000,000.00 to $48,000,000.00."

(g)	The fifth sentence of Section 1.3 is amended 
in its entirety to read as follows:

"The expiration date for each Letter of Credit 
issued hereunder (or caused to be issued hereunder) 
shall not be later than one year after the issuance 
date thereof and no Letters of Credit issued 
hereunder by a Lender (or caused to be issued by a 
Lender) shall provide for an expiration date later 
than July 31, 1999 (as such date may be extended 
pursuant to Section 1.9)."

(h)   The first sentence of Section 1.6 is amended 
in its entirety to read as follows:

"Borrowers agree to pay to Lenders on a basis 
proportionate with such respective Lender's 
Revolving Line of Credit commitment hereunder non-
usage fees (the "Non-Usage Fees") in an aggregate 
amount equal to one-half of one percent (1/2 of 1%) 
per annum on the unutilized portion of the 
$53,000,000.00 Revolving Line of Credit payable 
quarterly in arrears on the fifth business day 
following each calendar quarter during the term of 
this Agreement."

(i)	The first sentence of Section 9.1(a) of 
Article IX is amended in its entirety to read as follows:

"Lenders agree as between themselves that upon 
receipt of a request for an advance hereunder by 
Borrowers (or either of them), and so long as there 
shall exist no Event of Default or Default, Regions 
will advance 37.28% of such request, PNC will 
advance 28.82% of such request, BA will advance 
33.90% of such request (each such percentage 
referred to herein as such Lender's "Percentage"; 
provided, however, that in no event shall the 
aggregate principal amount of the Revolving Line of 
Credit loans made hereunder by Lenders exceed 
$53,000,000.00; provided, however, that in no event 
shall Prudential be required to make Revolving Line 
of Credit loans hereunder."

			6

(j)	All references to the term "FAB" in the 
Revolving Credit Agreement shall be deleted and 
substituted in place thereof is the term "Regions". All 
references to the term "BAI" in the Revolving Credit 
Agreement shall be deleted and substituted in place 
thereof is the term "BA".

(k)   	Schedules I and II to the Revolving Credit 
Agreement are deleted in their entirety and Schedules I 
and II attached hereto are substituted therefor, 
respectively.

(l)	Exhibits A-I, A-2 and A-3 to the Revolving 
Credit Agreement are deleted in their entirety and 
Exhibits X-0, X-0 and A-3 attached hereto are substituted 
there for, respectively.

(m)	Copies of the Term Notes are attached hereto 
as Exhibits X-0, X-0 and B-3, respectively, and 
incorporated herein by reference.


ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions of Effectiveness. This 
Amendment shall become effective when, and only when, (a) 
the Agent shall have received counterparts of this 
Amendment executed by each of the Dravo Parties and the 
Lenders and copies of the Notes, in substantially the 
form of Exhibits A-I, A-2 and A-3 attached hereto, and 
Term Notes, in substantially the form of Exhibits B-1, B-
2 and B-3 attached hereto, executed by the Companies, (b) 
all accrued but unpaid interest, fees and expenses under 
the terms of the Revolving Credit Agreement, as amended 
hereby, and all outstanding fees and expenses of counsel 
to the Agent and the Lenders, shall have been paid in 
full to the extent due and payable after giving effect to 
this Amendment. The Dravo Parties further agree to 
provide to the Agent on or before September 15, 1997, all 
of the following documents, each (unless otherwise 
indicated) being dated a date acceptable to the Agent, in 
form and substance satisfactory to the Agent and the 
Lenders:

(i)	Copies of (A) all documents evidencing 
all requisite corporate action of each Dravo Party 
(including any and all resolutions or unanimous 
written consents of the Board of Directors of each 
Dravo Party) authorizing the execution, delivery 
and performance of this Amendment and the matters 
contemplated hereby and thereby, (B) all documents 
evidencing all Governmental Approvals, if any, with 
respect to this Amendment and the matters 
contemplated hereby and thereby, and (C) any 
amendments to the certificate or articles of 
incorporation (certified as of a recent date by the 
Secretary of the state of its jurisdiction of 
incorporation) and bylaws of each Dravo Party that 
have not been previously furnished to Lenders;

(ii)	A certificate of the Secretary or an 
Assistant Secretary of each Dravo Party certifying 
the names and true signatures of the officers 
authorized to sign this Amendment on behalf of such 
Dravo Party and any other documents to be delivered 
by such Dravo Party hereunder;

		7

(iii)	A favorable opinion of Xxxxxxxx 
Xxxxxxxxx, Professional Corporation, special 
counsel for the Dravo Parties, in form and 
substance satisfactory to the Lenders;

(iv)	Such other documents, instruments, 
approvals (and, if required by the Agent, certified 
duplicates of executed copies thereof) or opinions 
as the Agent or any Lender may reasonably request.

The representations and warranties contained herein shall 
be true on and as of the Effective Date; there shall 
exist on the Effective Date, no Event of Default or 
Default; there shall exist no material adverse change in 
the financial condition, business operation or prospects 
of any Dravo Party or its Subsidiaries since December 31, 
1996.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the 
Dravo Parties.

(a)	Each of the Dravo Parties hereby repeats and 
confirms each of the representations and warranties made 
by it in Article VII of the Override Agreement, as 
amended hereby, as though made on and as of the date 
hereof, with each reference therein to "this Agreement", 
the "Operative Documents", "hereof", "hereunder", 
"thereof", "thereunder" and words of like import being 
deemed to be a reference to the Override Agreement and 
the Operative Documents, in each case as amended hereby.

(b)   Each of the Dravo Parties represents and 
warrants as follows:

(i)	Such Dravo Party and each of its 
Subsidiaries is a corporation duly organized, validly 
existing and in good standing under the laws of the state 
of its incorporation and is duly qualified to do business 
in, and is in good standing in, all other jurisdictions 
where the nature of its business or the nature of 
property owned or used by it makes such qualification 
necessary.

(ii)	The execution, delivery and performance 
by such Dravo Party of this Amendment are within its 
corporate powers, have been duly authorized by all 
necessary corporate action and do not contravene (A) such 
Dravo Party's charter or bylaws, (B) law or (C) any legal 
or contractual restriction binding on or affecting such 
Dravo Party; and such execution, delivery and performance 
do not or will not result in or require the creation of 
any Lien upon or with respect to any of its properties.

(iii)  No Governmental Approval is required for 
the due execution, delivery and performance by such Dravo 
Party of this Amendment, except for such Governmental 
Approvals as have been duly obtained or made and which 
are in full force and effect on the date hereof and not 
subject to appeal.

		8

(iv)  This Amendment constitutes the legal, 
valid and binding obligations such Dravo Party 
enforceable against such Dravo Party in accordance with 
its terms; subject the qualifications, however, that the 
enforcement of the rights and remedies herein is subject 
bankruptcy and other similar laws of general application 
affecting rights and remedies creditors and that the 
remedy of specific performance or of injunctive relief is 
subject to discretion of the court before which any 
proceedings therefor may be brought.

(v)	Except as set forth in the Form 10-K 
filed with the Securities and Exchange Commission for the 
year ended December 31, 1996, there are no pending or 
threatened actions, suits, or proceedings affecting such 
Dravo Party or any of its Subsidiaries or the properties 
of such Dravo Party or any of its Subsidiaries before any 
court, governmental agency or arbitrator, that may, if 
adversely determined, materially adversely affect the 
financial condition, properties, business, operations, or 
prospects of such Dravo Party and its Subsidiaries, 
considered as a whole, or affect the legality, validity 
or enforceability of the Override Agreement or any other 
Operative Document, in each case as amended by this 
Amendment.


ARTICLE V

CONSENT OF GUARANTOR

SECTION 5.01. Consent of Guarantor. Dravo, by the 
execution hereof, does hereby consent to and approve the 
terms of this Amendment and does hereby ratify and affirm 
its guaranty obligations in favor of Lenders.


ARTICLE VI

MISCELLANEOUS

SECTION 6.01. Reference to and Effect on the 
Operative Documents.

(a)   Upon the effectiveness of this Amendment, on 
and after the date hereof, each reference in the 
Revolving Credit Agreement and the Override Agreement to 
"this Agreement", "hereunder", "hereof", or words of like 
import referring to the Revolving Credit Agreement and 
the Override Agreement, respectively, and each reference 
in the other Operative Documents to "the Revolving Credit 
Agreement", "the Override Agreement", "thereunder", 
"thereof", or words of like import referring to the 
Revolving Credit Agreement and the Override Agreement, 
shall mean and be a reference to the Revolving Credit 
Agreement and the Override Agreement, respectively as 
amended hereby.

(b)	Except as specifically amended above, the 
Revolving Credit Agreement, the Override Agreement, the 
Notes, the Term Notes, and all other Operative Documents, 
are and shall continue to be in full force and effect and 
are hereby in all respects ratified and confirmed. 
Without limiting the generality of the foregoing, the 
Security Documents and all of the Collateral 

			9

described therein do and shall continue to secure the 
payment of all obligations of the Dravo Parties under the 
Revolving Credit Agreement, the Note, the Term Notes, and 
the other Operative Documents, in each case as amended 
hereby.

(c)	The execution, delivery and effectiveness of 
this Amendment shall not, except as expressly provided 
herein, operate as a waiver of any right, power or remedy 
of any Lender or the Agent under any of the Operative 
Documents, nor constitute a waiver of any provision of 
any of the Operative Documents.

SECTION 6.02. Costs and Expenses. The Dravo Parties, 
jointly and severally, agree to pay on demand all costs 
and expenses incurred by the Agent and the Lenders in 
connection with the preparation, execution and delivery 
of this Amendment and the other documents to be delivered 
hereunder and thereunder, including, without limitation, 
the reasonable fees and out-of-pocket expenses of counsel 
for the Agent and the Lenders with respect thereto and 
with respect to advising the Agent and the Lenders as to 
their rights and responsibilities under this Amendment. 
The Dravo Parties, jointly and severally, further agree 
to pay on demand all costs and expenses, if any 
(including, without limitation, reasonable counsel fees 
and expenses of counsel) incurred by the Agent and the 
Lenders in connection with the enforcement (whether 
through negotiations, legal proceedings or otherwise) of 
this Amendment, the Operative Documents and the other 
documents to be delivered hereunder and thereunder, 
including, without limitation, counsel fees and expenses 
in connection with the enforcement of rights under this 
Section 6.02.

SECTION 6.03.  Execution in Counterparts. This 
Amendment may be executed in any number of counterparts 
and by different parties hereto in separate counterparts, 
each of which when so executed and delivered shall be 
deemed to be an original and all of which taken together 
shall constitute but one and the same instrument.

SECTION 6.04.  Governing Law.  This Amendment shall 
be governed by, and construed in accordance with, the 
laws of the State of New York.


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IN WITNESS WHEREOF, the parties hereto have caused 
this Amendment to be executed by their respective 
officers thereunto duly authorized, as of the date first 
above written.

REGIONS BANK, individually 
and as Agent

By:	XXXXX X. 
GAILLARD_____________
___________________
	Name : 
_____________________
_____
Title   : SR. VICE 
PRESIDENT____________
______________


						PNC BANK, NATIONAL 
ASSOCIATION

By:XXXXX X XXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : COMMERCIAL 
BANKING 
OFFICER______________
____________


BANK OF AMERICA NATIONAL 
TRUST AND SAVINGS 
ASSOCIATION, Individually 
and as Documentation 
Agent

By:XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT____________
______________


THE PRUDENTIAL INSURANCE 
COMPANY OF AMERICA

By:XXXXX X. XXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT____________
______________


DRAVO CORPORATION

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, 
TREASURER____________
______________



		10


		11

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, 
TREASURER____________
_______________



DRAVO BASIC MATERIALS 
COMPANY, INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, 
TREASURER____________
_______________






	
	SCHEDULE I

SCHEDULE I TO REVOLVING CREDIT AGREEMENT


Financing Commitments

REGIONS BANK

Revolving Line of Credit and Letters of
Credit Facilities Combined
$19,758,400.00

PNC BANK, NATIONAL ASSOCIATION

Revolving Line of Credit and Letters of
Credit Facilities Combined           $15,274,600.00

BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION

Revolving Line of Credit and Letters of
Credit Facilities Combined
$17,967,000.00

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Revolving Line of Credit and Letters of
Credit Facilities Combined
	$00

TOTAL						       $53,000,000.00
SCHEDULE II

SCHEDULE II TO REVOLVING CREDIT AGREEMENT

Current Amount of Letters of Credit
Issued By Lenders
	Stated Amount	Lender's Percentage
REGIONS BANK	$1,789,440.00	37.28%

PNC BANK, NATIONAL	$1,383,360.00	28.82%
ASSOCIATION

BANK OF AMERICA	$1,627,200.00	33.90%
NATIONAL TRUST AND
SAVINGS ASSOCIATION

THE PRUDENTIAL	.00	.00
INSURANCE COMPANY OF
AMERICA

TOTAL	$4,800,000.00	100.00%
EXHIBIT A-l

THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED 
BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00.


AMENDED AND RESTATED REVOLVING NOTE

	$19,758,400.00
	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
REGIONS BANK (herein called "Lender") at the offices of 
Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 
2527, Xxxxxx, Xxxxxxx 00000 (or such other place or as 
the holder hereof shall designate from time to time by 
written notice to the Borrowers) the principal sum of 
NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR 
HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if 
less, the aggregate principal amount of all Revolving 
Line of Credit loans made by Lender to Borrowers pursuant 
to Article I and Section 11.2 of the Revolving Credit 
Agreement referred to below, in lawful money of the 
United States of America in immediately available funds, 
by wire transfer, on or before July 31, 1999, together 
with interest thereon and certain fees and other amounts 
due the Lender as set forth in the Revolving Credit 
Agreement referred to below.

Borrowers also, jointly and severally, promise to 
pay to Lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment Agreement, dated 
as of August 1, 1994, and the Amendment Agreement dated 
as of January 3, 1995, the Amendment Agreement, dated as 
of December 31, 1995, the Amendment Agreement

		EXHIBIT A-1
		Page 2

dated as of June 28, 1996, and the Amendment Agreement 
dated as of July 31, 1997 (as so amended, and as it may 
be further amended, modified or supplemented from time to 
time, the "Revolving Credit Agreement"), among the 
Borrowers, certain lenders a party thereto and Regions 
Bank, as Agent, and Bank of America National Trust and 
Savings Association, as Documentation Agent, to which 
reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT,TREASURER__
_____________________
____

ATTEST: XXXXXX X. XXXXXX

___________________________
Its: ASST. CORPORATE SECRETARY________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER_ 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX

___________________________
Its: ASST. CORPORATE SECRETARY ________________________

    
EXHIBIT A-2

THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED 
BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00.


AMENDED AND RESTATED REVOLVING NOTE
	
$15,274,600.00			July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of PNC 
BANK, NATIONAL ASSOCIATION (herein called "Lender") at 
the offices of Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, 
Post Office Box 2527, Xxxxxx, Xxxxxxx 00000 (or such 
other place or as the holder hereof shall designate from 
time to time by written notice to the Borrowers) the 
principal sum
of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR THOUSAND SIX 
HUNDRED AND NO/100THS DOLLARS ($15,274,600.00), or, if 
less, the aggregate principal amount of all Revolving 
Line of Credit loans made by Lender to Borrowers pursuant 
to Article I and Section 11.2 of the Revolving Credit 
Agreement referred to below, in lawful money of the 
United States of America in immediately available funds, 
by wire transfer, on or before July 31, 1999, together 
with interest thereon and certain fees and other amounts 
due the Lender as set forth in the Revolving Credit 
Agreement referred to below.

Borrowers also, jointly and severally, promise to 
pay to Lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment

		EXHIBIT A-2
	Page 2

Agreement, dated as of August 1, 1994, and the Amendment 
Agreement dated as of January 3, 1995, the Amendment 
Agreement, dated as of December 31, 1995, the Amendment 
Agreement dated as of June 28, 1996, and the Amendment 
Agreement dated as of July 31, 1997 (as so amended, and 
as it may be further amended, modified or supplemented 
from time to time, the "Revolving Credit Agreement"), 
among the Borrowers, certain lenders a party thereto and 
Regions flank, as Agent, and Bank of America National 
Trust and Savings Association, as Documentation Agent, to 
which reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection wit the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the. Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.

						DRAVO LIME COMPANY

By: XXXXXXX X. 
REDLINGER____________
____________________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. 
REDLINGER____________
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________

EXHIBIT 
A-3

THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS BELOW) (AS DEFINED BELOW) TO THE PREDECESSOR IN 
INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE 
PRINCIPAL AMOUNT OF $22,035,000.00.

AMENDED AND RESTATED REVOLVING NOTE

	$17,967,000.00	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 
(herein called "Lender") at the offices of Regions Bank 
at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 2527, Xxxxxx, 
Xxxxxxx 00000 (or such other place or as the holder 
hereof shall designate from time to time by written 
notice to the Borrowers) the principal sum of SEVENTEEN 
MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS 
DOLLARS ($17,967,000.00), or, if less, the aggregate 
principal amount of all Revolving Line of Credit loans 
made by Lender to Borrowers pursuant to Article I and 
Section 11.2 of the Revolving Credit Agreement referred 
to below, in lawful money of the United States of America 
in immediately available funds, by wire transfer, on or 
before July 31, 1999, together with interest thereon and 
certain fees and other amounts due the Lender as set fort 
in the Revolving Credit Agreement referred to below.

Borrowers also, jointly and severally, promise to 
pay to Lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment Agreement dated as 
of August 1, 1994, and the Amendment Agreement dated as 
of January 3, 1995, the Amendment Agreement, dated as of 
December 31, 1995, the Amendment Agreement

		EXHIBIT A-3
		Page 2

dated as of June 28, 1996, and the Amendment Agreement 
dated as of July 31, 1997 (as so amended, and as it may 
be further amended, modified or supplemented from time to 
time, the "Revolving Credit Agreement"), among the 
Borrowers, certain lenders a party thereto and Regions 
Bank, as Agent, and Bank of America National Trust and 
Savings Association, as Documentation Agent, to which 
reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST:XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT B-1

TERM NOTE
	$6,337,600.00	    
July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
REGIONS BANK (herein called "Lender") at the offices of 
Regions Bank at 000 Xx Xxxxxxx Xxxxxx, Post Office Box 
2527, Xxxxxx, Xxxxxxx 00000 (or such other place or as 
the holder hereof shall designate from time to time by 
written notice to the Borrowers) the principal sum of SIX 
MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED 
AND NO/100THS DOLLARS ($6,337,600 00), together with 
interest on the principal balance from time to time 
unpaid at the floating rate hereinafter set forth, 
payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$6,337,600.00 shall be payable in 20 quarterly 
installments of $316,880.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in full.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is issued subject to that certain 
Revolving Credit Agreement, dated as of January 21, 1992, 
as amended by the First Amendment to Amended and Restated 
Revolving Credit Agreement, dated as of March 7, 1994, 
and the Amendment Agreement, dated as of August 1, 1994, 
and the Amendment Agreement dated as of January 3, 1995, 
the Amendment

								  EXHIBIT B-1			Page 2

Agreement, dated as of December 31, 1995, the Amendment 
Agreement dated as of June 28, 1996, and the Amendment 
Agreement dated as of July 31, 1997 (as so amended, and 
as it may be further amended, modified or supplemented 
from time to time, the "Revolving Credit Agreement"), 
among the Borrowers, certain lenders a party thereto and 
Regions Bank, as Agent, and Bank of America National 
Trust and Savings Association, as Documentation Agent, to 
which reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment. Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Revolving Credit Agreement.

This Term Note shall be binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof, the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the event of any subsequent default.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY________________________


		 EXHIBIT B-2

TERM NOTE

	$4,899,400.00	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of PNC 
BANK, NATIONAL ASSOCIATION (herein called "Lender") at 
the offices of Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, 
Post Office Box 2527, Xxxxxx, Xxxxxxx 00000 (or such 
other place or as the holder hereof shall designate from 
time to time by written notice to the Borrowers) the 
principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE 
THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS 
($4,899,400.00), together with interest on the principal 
balance from time to time unpaid at the floating rate 
hereinafter set forth, payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$4,899,400.00 shall be payable in 20 quarterly 
installments of $244,970.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in full.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is referred to in and issued subject 
to that certain Revolving Credit Agreement, dated as of 
January 21, 1992, as amended by the First Amendment to 
Amended and

		EXHIBIT B-2
		Page 2

Restated Revolving Credit Agreement, dated as of March 7, 
1994, and the Amendment Agreement, dated as of August 1, 
1994, and the Amendment Agreement dated as of January 3, 
1995, the Amendment Agreement, dated as of December 31, 
1995, the Amendment Agreement dated as of June 28, 1996, 
and the Amendment Agreement dated as of July 31, 1997 (as 
so amended, and as it may be further amended, modified or 
supplemented from time to time, the "Revolving Credit 
Agreement"), among the Borrowers, certain lenders a party 
thereto and Regions Bank, as Agent, and Bank of America 
National Trust and Savings Association, as Documentation 
Agent, to which reference is made for a statement of the 
terms and conditions under which the principal hereof, 
accrued interest thereon and other amounts due thereunder 
is secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment. Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Revolving Credit Agreement.

This Term Note shall he binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof, the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the event of any subsequent default.

						DRAVO LIME COMPANY
By: XXXXXXX X. XXXXXXXXX

_________________________
______
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: _ ASST. CORPORATE SECRETARY _______________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By XXXXXXX X XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT B-3
TERM NOTE

	$5,763,000.00
	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 
(herein called "Lender") at the offices of Regions Bank 
at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 2527, Xxxxxx, 
Xxxxxxx 00000 (or such other place or as the holder 
hereof shall designate from time to time by written 
notice to the Borrowers) the principal sum of FIVE 
MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS 
DOLLARS ($5,763,000.00), together with interest on the 
principal balance from time to time unpaid at the 
floating rate hereinafter set forth, payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$5,763,000.00 shall be payable in 20 quarterly 
installments of $288,150.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in full.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is referred to in and issued subject 
to that certain Revolving Credit Agreement, dated as of 
January 21, 1992, as amended by the First Amendment to 
Amended and Restated Revolving Credit Agreement, dated as 
of March 7,1994, and the Amendment

	 	EXHIBIT 3
		Page 2

Agreement, dated as of August 1, 1994, and the Amendment 
Agreement dated as of January 3, 1995, the Amendment 
Agreement, dated as of December 31, 1995, the Amendment 
Agreement dated as of June 28, 1996, and the Amendment 
Agreement dated as of July 31, 1997 (as so amended, and 
as it may be further amended, modified or supplemented 
from time to time, the "Revolving Credit Agreement"), 
among the Borrowers, certain lenders a party thereto and 
Regions Bank, as Agent, and Bank of America National 
Trust and Savings Association, as Documentation Agent, to 
which reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment. Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Revolving Credit Agreement.

This Term Note shall be binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the even of any subsequent default.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX ___________________________
Its: ASST. CORPORATE SECRETARY ________________________

THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED 
BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00.


AMENDED AND RESTATED REVOLVING NOTE
	
$19,758,400.00
	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
REGIONS BANK (herein called "Lender") at the offices of 
Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 
2527, Xxxxxx, Xxxxxxx 00000 (or such other place or as 
the holder hereof shall designate from time to time by 
written notice to the Borrowers) the principal sum of 
NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR 
HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if 
less, the aggregate principal amount of all Revolving 
Line of Credit loans made by Lender to Borrowers pursuant 
to Article I and Section 11.2 of the Revolving Credit 
Agreement referred to below, in lawful money of the 
United States of America in immediately available funds, 
by wire transfer, on or before July 31, 1999, together 
with interest thereon and certain fees and other amounts 
due the Lender as set forth in the Revolving Credit 
Agreement referred to below.

Borrowers also, jointly and severally, promise to 
pay to lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment Agreement, dated 
as of August 1, 1994, and the Amendment Agreement dated 
as of January 3, 1995, the Amendment Agreement, dated as 
of December 31, 1995, the Amendment Agreement dated as of 
June 28, 1996, and the Amendment Agreement dated as of 
July 31, 1997 (as so amended, and as it may be further 
amended, modified or supplemented from time to time, the

		Amended and Restated Revolving Note
	Page 2

"Revolving Credit Agreement"), among the Borrowers, 
certain lenders a party thereto and Regions Bank, as 
Agent, and Bank of America National Trust and Savings 
Association, as Documentation Agent, to which reference 
is made for a statement of the terms and conditions under 
which the principal hereof, accrued interest thereon and 
other amounts due thereunder is secured, may become or 
may be declared to be forthwith due and payable and is 
subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________







THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS (AS DEFINED BELOW) TO THE PREDECESSOR IN 
INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE 
PRINCIPAL AMOUNT OF $22,035,000.00.


AMENDED AND RESTATED REVOLVING NOTE

	$17,967,000.00	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation ('1erein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 
(herein called "Lender") at the offices of Regions Bank 
at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 2527, Xxxxxx, 
Xxxxxxx 00000 (or such other place or as the holder 
hereof shall designate from time to time by written 
notice to the Borrowers) the principal sum of SEVENTEEN 
MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS 
DOLLARS ($17,967,000.00), or, if less, the aggregate 
principal amount of all Revolving Line of Credit loans 
made by Lender to Borrowers pursuant to Article I and 
Section 11.2 of the Revolving Credit Agreement referred 
to below, in lawful money of the United States of America 
in immediately available funds, by wire transfer, on or 
before July 31, 1999, together with interest thereon and 
certain fees and other amounts due the Lender as set 
forth in the Revolving Credit Agreement referred to 
below.

Borrowers also, jointly and severally, promise to 
pay to Lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

	This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment Agreement, dated 
as of August 1, 1994, and the Amendment Agreement dated 
as of January 3, 1995, the Amendment Agreement, dated as 
of December 31, 1995, the Amendment Agreement dated as of 
June 28, 1996, and the Amendment Agreement dated as of 
July 31, 1997 (as so amended, and as it may be further 
amended, modified or supplemented from time to time, the

		Amended and Restated Revolving Note
	Page 2

"Revolving Credit Agreement"), among the Borrowers, 
certain lenders a party thereto and Regions Bank, as 
Agent, and Bank of America National Trust and Savings 
Association, as Documentation Agent, to which reference 
is made for a statement of the terms and conditions under 
which the principal hereof, accrued interest thereon and 
other amounts due thereunder is secured, may become or 
may be declared to be forthwith due and payable and is 
subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX

Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX

___________________________
Its: ASST. CORPORATE SECRETARY ________________________





THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND 
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING 
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE 
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED 
BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00.


AMENDED AND RESTATED REVOLVING NOTE

$15,274,600.00	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of PNC 
BANK, NATIONAL ASSOCIATION (herein called "Lender") at 
the offices of Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, 
Post Office Box 2527, Xxxxxx, Xxxxxxx 00000 (or such 
other place or as the holder hereof shall designate from 
time to time by written notice to the Borrowers) the 
principal sum of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR 
THOUSAND SIX HUNDRED AND NO/100THS DOLLARS 
($15,274,600.00), or, if less, the aggregate principal 
amount of all Revolving Line of Credit loans made by 
Lender to Borrowers pursuant to Article I and Section 
11.2 of the Revolving Credit Agreement referred to below, 
in lawful money of the United States of America in 
immediately available funds, by wire transfer, on or 
before July 31, 1999, together with interest thereon and 
certain fees and other amounts due the Lender as set 
forth in the Revolving Credit Agreement referred to 
below.

Borrowers also, jointly and severally, promise to 
pay to Lender, in like money at such office, interest on 
the dates and at the rate per annum pursuant to the 
Revolving Credit Agreement.

This Amended and Restated Revolving Note is issued 
in substitution for, and not in repayment of, and amends 
and restates, the Amended and Restated Revolving Note, 
dated December 31, 1995, as amended.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Revolving Note, 
now or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Revolving Note is referred to in and issued 
subject to that certain Revolving Credit Agreement, dated 
as of January 21, 1992, as amended by the First Amendment 
to Amended and Restated Revolving Credit Agreement, dated 
as of March 7, 1994, and the Amendment Agreement, dated 
as of August 1, 1994, and the Amendment Agreement dated 
as of January 3, 1995, the Amendment Agreement, dated as 
of December 31, 1995, the Amendment Agreement dated as of 
June 28, 1996, and the Amendment Agreement dated as of 
July 31, 1997 (as so amended, and as it may be further 
amended, modified or supplemented from time to time, the

	Amended and Restated Revolving Note          Page 2

"Revolving Credit Agreement"), among the Borrowers, 
certain lenders a party thereto and Regions Bank, as 
Agent, and Bank of America National Trust and Savings 
Association, as Documentation Agent, to which reference 
is made for a statement of the terms and conditions under 
which the principal hereof, accrued interest thereon and 
other amounts due thereunder is secured, may become or 
may be declared to be forthwith due and payable and is 
subject to prepayment.

This Revolving Note shall be binding upon the 
Borrowers and their respective successors and assigns and 
shall inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Amended and 
Restated Revolving Note or the Revolving Credit 
Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, the principal of this Amended and Restated 
Revolving Note may be declared due and payable in the 
manner and with the effect provided in the Revolving 
Credit Agreement.


						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: ASST. CORPORATE SECRETARY ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________




TERM NOTE
	$6,337,600.00
	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
REGIONS BANK (herein called "Lender") at the offices of 
Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 
2527, Xxxxxx, Xxxxxxx 00000 (or such other place or as 
the holder hereof shall designate from time to time by 
written notice to the Borrowers) the principal sum of SIX 
MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED 
AND NO/100THS DOLLARS ($6,337,600.00), together with 
interest on the principal balance from time to time 
unpaid at the floating rate hereinafter set forth, 
payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$6,337,600.00 shall be payable in 20 quarterly 
installments of $316,880.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in full.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is issued subject to that certain 
Revolving Credit Agreement, dated as of January 21, 1992, 
as amended by the First Amendment to Amended and Restated 
Revolving Credit Agreement, dated as of March 7, 1994, 
and the Amendment Agreement, dated as of August 1, 1994, 
and the Amendment Agreement dated as of January 3, 1995, 
the Amendment Agreement, dated as of December 31, 1995, 
the Amendment Agreement dated as of June 28,

		Term Note
	 Page 2

1996, and the Amendment Agreement dated as of July 31, 
1997 (as so amended, and as it may be further amended, 
modified or supplemented from time to time, the 
"Revolving Credit Agreement"), among the Borrowers, 
certain lenders a party thereto and Regions Bank, as 
Agent, and Bank of America National Trust and Savings 
Association, as Documentation Agent, to which reference 
is made for a statement of the terms and conditions under 
which the principal hereof, accrued interest thereon and 
other amounts due thereunder is secured, may become or 
may be declared to be forthwith due and payable and is 
subject to prepayment. Capitalized terms used but not 
defined herein shall have the meanings assigned to such 
terms in the Revolving Credit Agreement.

This Term Note shall be binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof, the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the event of any subsequent default.


						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
_________________________
Its: _ ASST. CORPORATE SECRETARY _______________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY ________________________




TERM NOTE

$4,899,400.00	July 31, 1997

FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of PNC 
BANK, NATIONAL ASSOCIATION (herein called "Lender") at 
the offices of Regions Bank at 000 Xx. Xxxxxxx Xxxxxx, 
Post Office Box 2527, Xxxxxx, Xxxxxxx 00000 (or such 
other place or as the holder hereof shall designate from 
time to time by written notice to the Borrowers) the 
principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE 
THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS 
($4,899,400.00), together with interest on the principal 
balance from time to time unpaid at the floating rate 
hereinafter set forth, payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$4,899,400.00 shall be payable in 20 quarterly 
installments of $244,970.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in fall.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is referred to in and issued subject 
to that certain Revolving Credit Agreement, dated as of 
January 21, 1992, as amended by the First Amendment to 
Amended and Restated Revolving Credit Agreement, dated as 
of March 7, 1994, and the Amendment Agreement, dated as 
of August 1, 1994, and the Amendment Agreement dated as 
of January 3, 1995, the Amendment Agreement, dated as of 
December 31, 1995, the Amendment Agreement

		Term Note
		 Page 2

dated as of June 28, 1996, and the Amendment Agreement 
dated as of July 31, 1997 (as so amended, and as it may 
be further amended, modified or supplemented from time to 
time, the "Revolving Credit Agreement"), among the 
Borrowers, certain lenders a party thereto and Regions 
Bank, as Agent, and Bank of America National Trust and 
Savings Association, as Documentation Agent, to which 
reference is made for a statement of the terms and 
conditions under which the principal hereof, accrued 
interest thereon and other amounts due thereunder is 
secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment. Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Revolving Credit Agreement.

This Term Note shall be binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the event of any subsequent default.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX 
Its: ASST. CORPORATE SECRETARY
 ________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_________________
_______________
	Name : 
_____________________
_____
Title   : VICE PRESIDENT, TREASURER
_____________________
_____
ATTEST: XXXXXX X. XXXXXX
___________________________
Its: ASST. CORPORATE SECRETARY
________________________




TERM NOTE

	$5,763,000.00
	July 31, 1997


FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware 
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an 
Alabama corporation (herein called the "Borrowers"), 
jointly and severally, promise to pay to the order of 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION 
(herein called "Lender") at the offices of Regions Bank 
at 000 Xx. Xxxxxxx Xxxxxx, Post Office Box 2527, Xxxxxx, 
Xxxxxxx 00000 (or such other place or as the holder 
hereof shall designate from time to time by written 
notice to the Borrowers) the principal sum of FIVE 
MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS 
DOLLARS ($5,763,000.00), together with interest on the 
principal balance from time to time unpaid at the 
floating rate hereinafter set forth, payable as follows:

AS TO PRINCIPAL: The unpaid principal balance of 
$5,763,000.00 shall be payable in 20 quarterly 
installments of $288,150.00 each. The first 
installment of principal shall be due on October 
31, 1997, and a like and similar installment shall 
be due on the last day of January, April, July and 
October of each year thereafter for the next 19 
quarters until the principal indebtedness is paid 
in full.

AS TO INTEREST: Interest on the principal balance 
due from time to time outstanding, at the per annum 
rate hereinafter stated, shall be computed and paid 
quarterly.  Interest shall be paid quarterly on the 
due date of the principal installments, commencing 
October 31, 1997, until the principal balance and 
all accrued interest is paid in full. The per annum 
interest rate applicable to this Term Note shall be 
the rate specified in the Revolving Credit 
Agreement referred to below for a Eurodollar Rate 
Loan, that is the Eurodollar Rate, plus the 
Interest Rate Margin of two percent (2.00%) per 
annum. The interest rate applicable for each period 
shall be the Eurodollar Rate determined as set 
forth in the Revolving Credit Agreement for such 
period, plus the Interest Rate Margin of two 
percent (2.00%) per annum, and such rate shall be 
adjusted according to the interest period selected 
pursuant to the terms of the Revolving Credit 
Agreement.

In addition to the foregoing principal and interest, 
Borrowers, jointly and severally, promise to pay to 
Lender certain fees and other amounts due the Lender as 
set forth in the Revolving Credit Agreement referred to 
below.

Borrowers expressly waive any presentment, demand, 
protest or notice in connection with this Term Note, now 
or hereafter, required by applicable law, and further 
waive as to this debt all right of exemption under the 
Constitution and laws of the State of New York, or any 
other state or commonwealth.

This Term Note is referred to in and issued subject 
to that certain Revolving Credit Agreement, dated as of 
January 21, 1992, as amended by the First Amendment to 
Amended and Restated Revolving Credit Agreement, dated as 
of March 7, 1994, and the Amendment Agreement, dated as 
of August 1, 1994, and the Amendment Agreement dated as 
ofJanuary3,

		Term Note
		Page 2

1995, the Amendment Agreement, dated as of December 31, 
1995, the Amendment Agreement dated as of June 28, 1996, 
and the Amendment Agreement dated as of July 31, 1997 (as 
so amended, and as it may be further amended, modified or 
supplemented from time to time, the "Revolving Credit 
Agreement"), among the Borrowers, certain lenders a party 
thereto and Regions Bank, as Agent, and Bank of America 
National Trust and Savings Association, as Documentation 
Agent, to which reference is made for a statement of the 
terms and conditions under which the principal hereof, 
accrued interest thereon and other amounts due thereunder 
is secured, may become or may be declared to be forthwith 
due and payable and is subject to prepayment. Capitalized 
terms used but not defined herein shall have the meanings 
assigned to such terms in the Revolving Credit Agreement.

This Term Note shall be binding upon the Borrowers 
and their respective successors and assigns and shall 
inure to the benefit of Lender and its respective 
successors and assigns.

Borrowers agree to pay, and save the holders hereof 
harmless against, any costs or liability for expenses 
(including reasonable attorneys' fees) arising in 
connection with the enforcement by the holders hereof of 
any of the holders' rights under this Term Note or the 
Revolving Credit Agreement.

In case a Default or Event of Default, as defined in 
the Revolving Credit Agreement, shall occur and be 
continuing, then, at the option of the holder hereof, the 
whole of the unpaid principal sum, together with accrued 
interest thereon and all other amounts due, shall 
immediately become due and payable. Failure to exercise 
this option shall not constitute a waiver of the right to 
exercise the same in the even of any subsequent default.

						DRAVO LIME COMPANY

By: XXXXXXX X. XXXXXXXXX
	_____________________
___________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER
ATTEST: XXXXXX X. XXXXXX
Its: ASST. CORPORATE SECRETARY
________________________

DRAVO BASIC MATERIALS 
COMPANY,  INC.

By: XXXXXXX X. XXXXXXXXX
	_____________________
___________
	Name : 
_____________________
_____
Title   : VICE 
PRESIDENT, TREASURER 
_____________________
_____
ATTEST: XXXXXX X. XXXXXX

___________________________
Its: ASST. CORPORATE SECRETARY
________________________