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Exhibit 10.1
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") dated as of July 11, 2001,
by and among Lafarge Corporation, a Maryland corporation ("Lafarge Corp."),
Lafarge SA, a corporation organized and existing under the laws of France
("Lafarge"), and Blue Circle North America, an Alabama corporation and an
indirect subsidiary of Lafarge ("BCNA").
RECITALS
A. By means of its acquisition of Blue Circle Industries PLC
("BCI"), Lafarge acquired BCI's North American businesses, including (i) five
full-production cement plants, a slag grinding facility, eleven cement
terminals, thirteen pits and quarries for producing aggregates, sixty-one
ready-mixed concrete plants and several concrete block operations in the United
States, and certain additional assets in Ontario, Canada and Hamburg, New Jersey
to be divested by BCNA to third parties, all as owned and operated by BCNA and
as listed on Exhibit A hereto (such assets being herein collectively referred to
as the "Assets" and the business conducted by BCNA with the Assets being
referred to as the "Business") and (ii) certain assets and operations of BCNA
which have been or are currently being divested to third parties.
B. By agreement of even date herewith, Lafarge has granted and
extended to Lafarge Corp. an option (the "Option") to purchase the Assets (other
than the Assets being divested to third parties) upon the terms and conditions
set forth therein.
X. Xxxxxxx desires that Lafarge Corp. provide certain ongoing
management services to BCNA with respect to the Assets and the Business, and
Lafarge Corp. is willing to provide such services upon the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, and for all other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE I
MANAGEMENT
Section 1.1. Engagement. Subject to the terms and conditions hereof,
BCNA hereby engages Lafarge Corp. as the manager of the Assets and the Business,
to manage to the extent permitted by law the operations of the Business in their
ordinary course, and Lafarge Corp. agrees to be so engaged by BCNA. Subject to
the terms and conditions hereof, BCNA also hereby engages Lafarge Corp. to
supervise, to the extent required, the fulfillment by BCNA of its obligations to
provide certain transitional administrative services in connection with its sale
of certain businesses to third parties. In addition, the parties may agree by
separate agreement from time to time during the Term (as defined in Article V)
for Lafarge Corp. to undertake certain managerial responsibilities outside of
the ordinary course of business with respect to the Business and/or the Assets.
BCNA agrees to appoint the chief executive officer of Lafarge Corp. as the chief
executive officer of BCNA for the Term, with such authority as is customary for
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such position and with the appropriate executive officers of BCNA reporting to
the chief executive officer or his designees.
Section 1.2. Delegation of Rights, Power and Authority. (a) Subject to
terms and conditions hereof (including the limitation contained in this
subsection (a) and in subsection (b) below), BCNA hereby delegates to Lafarge
Corp. all power and authority to manage the Assets and the Business in the
ordinary course, including without limitation the power and authority, in the
name and on behalf of BCNA:
(i) to manage the Assets and operate the Business on a
day-to-day basis and make all operational decisions with respect thereto
including, without limitation, decisions relating to pricing, customer
collections, personnel hirings, terminations and compensation matters,
corporate and regional reorganizations and restructurings, plant
operations, and short and long-term contractual arrangements;
(ii) to authorize individual capital expenditures and/or
capital lease projects of up to $10 million, provided such projects are
within the overall BCNA budget approved by the BCNA Board of Directors;
(iii) to acquire assets, in any single transaction or series
of related transactions, for up to $10 million, provided such
acquisitions are within the overall BCNA budget for acquisitions and
development approved by the BCNA Board of Directors;
(iv) to sell or divest Assets, in any single transaction or
series of related transactions, for up to $10 million;
(v) to manage all BCNA cash management, debt management and
treasury functions;
(vi) to manage all human resource and personnel matters;
(vii) to prepare and present annual capital and operating
budgets to the Board of Directors of BCNA for approval and to use its
best efforts to operate within such budgets (it being understood and
agreed that existing budgets will be used for the remainder of 2001,
subject to the approval of BCNA and Lafarge Corp.);
(viii) to employ from time to time third parties to render
services to BCNA, including, but not limited to, attorneys, independent
certified public accountants, consultants, brokers, agents and advisors
(including attorneys, accountants, consultants, brokers, agents and
advisors who also may act as attorneys, accountants, consultants,
brokers, agents and advisors for Lafarge Corp.), to the extent that the
service to be rendered to BCNA by any such third party is generally
related to the business purpose or the day-to-day operations of BCNA;
(ix) to procure and maintain in force such insurance as
Lafarge Corp. shall deem prudent to serve as protection against
liability for loss and damage which may be occasioned by the activities
to be engaged in by BCNA;
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(x) to control any matters affecting the rights and
obligations of BCNA, including the conduct of any litigation or
arbitration proceedings and the incurring of legal expenses and the
settlement of claims and litigation, to the extent that any such matter
is generally related to the business purpose or the day-to-day
operations of BCNA;
(xi) to open, maintain and close bank accounts and custodial
accounts and to execute and deliver checks, drafts, endorsements and
other orders for the payment of BCNA funds;
(xii) to appear and to represent BCNA before any governmental
authority or regulatory agency and to make all necessary or appropriate
filings before such authority or agency, to the extent that any such
appearance, representation or filing is generally related to the
business purpose or the day-to-day operations of BCNA; and
(xiii) to take such other action, execute and deliver such
other documents and perform such other acts as may be deemed by Lafarge
Corp. to be necessary or advisable to carry out the business and affairs
of BCNA.
(b) Notwithstanding any other provisions of this Agreement to the
contrary, Lafarge Corp. shall not have the right, power or authority to, and
shall not, do, perform or authorize any of the following by or on behalf of BCNA
without having received the prior consent of the Board of Directors of BCNA:
(i) adopt annual capital or operating budgets;
(ii) authorize individual capital expenditures and/or capital
lease projects, divestitures or acquisitions in excess of $10 million;
(iii) authorize financial borrowings or lines of credit;
(iv) authorize any single corporate guarantee for the payment
of money or the performance of any contract or other obligation of any
customer for an amount in excess of $10 million or any guarantee that
would result in the total of all outstanding BCNA guarantees exceeding
$25 million; or
(v) approve the hiring, termination or compensation
arrangements of any BCNA employee who reports directly to the CEO or who
has been designated as a key employee by the BCNA Board of Directors.
Section 1.3. Interim Period. Lafarge Corp. will commence as soon as
possible an integration study (the "Integration Study") of the Business and
prepare a formal recommendation to BCNA and Lafarge regarding a proposed
structure which would, to the maximum extent possible, integrate the operation
of the Business with the business of Lafarge Corp. and identify synergies and
efficiencies which could be achieved from such integration while maintaining the
separate legal existence of BCNA and the separate reporting of its operations
and operating results. Such study is estimated to be completed within 100 days
from the date hereof and will include recommendations as to functions to be
staffed by BCNA employees, services to be supplied by Lafarge Corp., staffing
levels, office locations, trade name usage and designations
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regarding product, and reporting procedures and a recommendation for the
operation of the businesses of BCNA which overlap or could overlap with those of
Lafarge Corp. Lafarge Corp. shall to the extent necessary and advisable engage a
consultant in connection with the Integration Study, the cost of which would be
paid fifty percent (50%) by BCNA and fifty percent (50%) by Lafarge Corp. Upon
the completion of the Integration Study and the submission by Lafarge Corp. of
its formal recommendation to BCNA and Lafarge, the parties will use their good
faith efforts to: (i) agree upon and implement an integration plan for the
Business; (ii) quantify the Estimated Incremental Costs and Estimated Net
Synergies as contemplated by Section 2.1(b); and (iii) agree upon such other
modifications to this Agreement as may be appropriate as a result of the
implementation of the recommendations contained in the Integration Study. Unless
otherwise agreed by the parties, Lafarge Corp. agrees to continue the Business
in its ordinary course during the Interim Period for the purpose of preserving
the Assets and, without limitation, shall continue as presently conducted those
businesses within the Business that overlap or could overlap with businesses
presently conducted by Lafarge Corp. until the parties agree upon and implement
an integration plan for such businesses. Notwithstanding the foregoing, Lafarge
Corp. will implement during the Interim Period non-structural cost savings
measures to the extent identified and practicable.
ARTICLE II
MANAGEMENT FEE; REIMBURSEMENT
Section 2.1. Management Fee. (a) During the period (the "Interim
Period") commencing as of the date hereof and ending on October 31, 2001 (or at
such other time as the parties agree to a new fee arrangement pursuant to an
amendment to this Agreement upon completion of the Integration Study), in
consideration of the services performed under this Agreement, BCNA shall pay to
Lafarge Corp. a monthly fee (the "Interim Fee") of $1 million, payable in
arrears on the last day of each month, with the initial payment (for July and
August 2001) due and payable on August 31, 2001, and reimburse Lafarge Corp.
promptly for any cost or expense incurred in connection with the performance of
this Agreement. For the month during which the Interim Period terminates or
expires, the Interim Fee shall be prorated as of the date of such termination or
expiration.
(b) Upon the termination or expiration of the Interim Period and for
the remainder of the Term, BCNA shall pay to Lafarge Corp., in consideration of
the services performed under this Agreement, an annual fee (the "Fee") equal to
(i) the Estimated Incremental Costs (as defined below), plus (ii) the greater of
(x) $12 million and (y) forty percent (40%) of the Estimated Net Synergies (as
defined below), plus (iii) ten percent (10%) of the increase, if any, in BCNA's
EBIT before G&A over prior period, starting in respect of the twelve-month
period ending December 31, 2002. The fixed portion of the Fee (contemplated by
clauses (i) and (ii) above) will be agreed upon by the parties at or prior to
the termination of the Interim Period and will be paid in arrears in four equal
quarterly payments for the period commencing on the date the Interim Period
terminates, with the initial payment due and payable three months after the
termination or expiration of the Initial Period, and the portion of the Fee
contemplated by clause (iii) above will be paid on an annual basis following
finalization of BCNA's annual results of operations and in any event, no later
than March 31 of each year during the Term. In addition, the percentage of the
increase contemplated by the portion of the Fee referenced in clause (iii) above
will be retroactively increased from 10% to 25% in the event Lafarge Corp. fails
to
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purchase the Assets under the Option. The Fee shall be prorated as of the date
of termination or expiration of this Agreement.
For purposes of this Section 2.1(b), "Estimated Incremental Costs" shall
equal a fixed amount, as agreed upon by the parties upon completion of the
Integration Study, that equals the estimated annual incremental costs that will
be borne by Lafarge Corp. in connection with the performance of its obligations
under this Agreement, and "Estimated Net Synergies" shall be a fixed amount, as
agreed upon by the parties upon completion of the Integration Study, equal to
the estimated annual net synergies to be achieved in selling, general and
administrative cost savings as a result of combining the management of BCNA and
Lafarge Corp.
(c) In the event Lafarge engages Lafarge Corp. to perform services
beyond the ordinary course of business contemplated by this Agreement, and
Lafarge Corp. accepts such engagement, Lafarge Corp. will receive such
additional fees as the parties may agree upon in advance of such engagement.
Section 2.2. Reimbursement of Expenses. BCNA shall reimburse Lafarge
Corp. for any costs or expenses incurred by Lafarge Corp. in connection with the
performance and/or termination of this Agreement, to the extent such costs or
expenses are not included in the compensation arrangements contemplated by the
Interim Fee or the Fee, including without limitation, operating expenditures
such as restructuring charges, relocation costs, and termination expenses.
Lafarge Corp. shall submit to BCNA monthly statements of any such expense, and
promptly provide such further documentation of expenses as BCNA shall reasonably
request. BCNA shall reimburse Lafarge Corp. for such expenses within thirty (30)
days of receipt of a statement. In addition, in the event of the termination of
this Agreement, BCNA shall reimburse Lafarge Corp. for any cost, expense or
financial consequence arising from the structural separation of Lafarge Corp.
and BCNA and their respective businesses, including without limitation any cost
or expense borne by Lafarge Corp. in reducing its management structure to manage
only its operations.
ARTICLE III
LIABILITY AND INDEMNIFICATION;
CORPORATE OPPORTUNITY
Section 3.1. Liability. (a) Neither Lafarge Corp., its affiliates,
officers, directors, employees or agents, shall be liable, responsible, or
accountable in damages or otherwise to Lafarge or BCNA for any action taken or
failure to act in connection with the operations, business and affairs of BCNA,
the management of the Business and the Assets or the performance by Lafarge
Corp. of its duties and obligations hereunder, unless such act or failure to act
was the result of willful misconduct or gross negligence.
(b) Lafarge Corp. may consult with and be entitled to rely upon the
advice of such legal counsel, accountants, appraisers, investment bankers, and
other consultants and advisers as it deems necessary or appropriate.
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Section 3.2. Indemnification. (a) Lafarge shall indemnify and hold
harmless Lafarge Corp., its affiliates, officers, directors, employees and
agents (in this Section sometimes individually called an "Indemnitee") from all
claims, causes of action, judgments, liabilities, damages, charges, fees
(including, without limitation, attorney's fees) and expenses of any kind
arising from the Business, the Assets, the operations, business and affairs of
BCNA or the performance by Lafarge Corp. of its duties and obligations
hereunder; provided, however, that no Indemnitee shall be indemnified by Lafarge
for any acts or omissions by the Indemnitee that constitute willful misconduct
or gross negligence.
(b) Without limiting subsection (a) above, Lafarge shall pay or
reimburse expenses incurred by an Indemnitee in connection with the Indemnitee's
appearance as a witness or other participation in a proceeding involving or
affecting BCNA at a time when the Indemnitee is not a named defendant or
respondent in the proceeding.
(c) The indemnification provided by this Section shall be in
addition to any other rights to which each Indemnitee may be entitled, as a
matter of law or otherwise, both as to action in the Indemnitee's capacity as
the manager of the Business and/or the Assets or an officer, director, employee
or agent of Lafarge Corp. or an affiliate thereof or as a person serving at the
request of Lafarge Corp. as set forth above and to action in another capacity,
and shall continue as to an Indemnitee who has ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns, administrators
and personal representatives of the Indemnitees.
Section 3.3. Corporate Opportunity. Any corporate opportunities
regarding acquisitions in North America presented by third parties to BCNA (or
Lafarge, with respect to BCNA) and/or Lafarge Corp. during the Term will be
first offered to or retained by Lafarge Corp., which will have the right to
pursue such opportunity to the exclusion of BCNA if so determined by the
committee of independent directors of Lafarge Corp. formed to consider, among
other things, issues related to this Agreement (the "Special Committee").
Lafarge and BCNA agree that BCNA shall notify Lafarge Corp. in writing promptly
of any such opportunity and Lafarge Corp. agrees to notify Lafarge and BCNA
within thirty (30) days after receipt of such notice as to whether it intends to
pursue such opportunity.
ARTICLE IV
DISPUTE RESOLUTION PROCESS
Section 4.1. Dispute Resolution Process. The parties agree to utilize
the following dispute resolution process during the Term:
(a) The parties subscribe to the principle that the actions taken
under this Agreement should maximize the benefits to both Lafarge Corp. and BCNA
and that, to the extent that a certain action benefits one party to the
detriment of the other, compensatory arrangements should be agreed upon by the
parties. The parties agree that this principle is to be judged in its totality
and not on an item-by-item basis.
(b) Any conflict between benefits to Lafarge Corp. and BCNA that
arises and involves matters exceeding $2.5 million that cannot be resolved by
the parties within ten (10)
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business days would be submitted immediately to a resolution committee (the
"Resolution Committee") consisting of two members of the Special Committee of
Lafarge Corp. and two representatives of Lafarge.
(c) In the event a conflict cannot be resolved by the Resolution
Committee within ten (10) business days after submission (i.e., a proposed
action would be clearly beneficial to either Lafarge Corp. or BCNA and
detrimental to the other, and no adequate compensating actions would be taken to
satisfy the maximization principle referenced in (a) above), then the parties
agree either to refrain from taking the proposed action or resolve the issue as
soon as practicable by mediation or arbitration at the offices of Lafarge Corp.
in Herndon, Virginia, with one arbitrator or mediator appointed by the parties.
Section 4.2. Reports. On a quarterly basis, Lafarge Corp. will prepare
and submit to the Resolution Committee a report describing all matters occurring
during the prior quarter that could involve a potential conflict and stating
whether the potential conflict has or has not been resolved by the parties and
whether the potential conflict requires the attention of the Resolution
Committee. The parties agree that during the Term, the Board of Directors of
Lafarge Corp. shall receive, for the purpose of exercising the rights of Lafarge
Corp. and performing its duties under this Agreement and the Option, quarterly
reports concerning the performance of the Assets containing the same level of
detail that they now receive concerning the business of Lafarge Corp.
ARTICLE V
TERM
The term of this Agreement (the "Term") shall commence as of the date
hereof and terminate on December 31, 2002; provided, however, that this
Agreement shall be automatically renewed for additional one-year periods unless
either of BCNA or Lafarge Corp. gives the other party written notice no later
than six months prior to the scheduled expiration date of its intention to
terminate this Agreement. In the event this Agreement is not renewed, Lafarge
Corp. will provide such assistance during the six-month period prior to
expiration of this Agreement as Lafarge may reasonably request in implementing
alternative management arrangements for the Business.
ARTICLE VI
RELATIONSHIP OF THE PARTIES
Notwithstanding anything in this Agreement to the contrary, (a) the
relationship of Lafarge Corp. to BCNA and Lafarge shall be and remain that of an
independent contractor; (b) neither Lafarge Corp. nor any officer, director,
employee or agent thereof shall be deemed to be an employee of BCNA or Lafarge
by virtue of this Agreement; (c) nothing contained herein shall be deemed or
construed to create a partnership between BCNA or Lafarge on the one hand, and
Lafarge Corp., on the other hand, or to cause any party hereto to be responsible
in any way for the debts or obligations of any other party hereto.
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ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Section 7.1. Representations and Warranties of Lafarge Corp. Lafarge
Corp. represents, warrants and covenants to BCNA and Lafarge as follows:
(a) Lafarge Corp. is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland.
(b) Lafarge Corp. has the requisite power and authority to execute
and deliver this Agreement and to perform its obligations hereunder.
(c) The execution, delivery and performance by Lafarge Corp. of this
Agreement have been duly and validly authorized, and no other action is required
to be taken to authorize such execution, delivery and performance. The
execution, delivery and performance by Lafarge Corp. of this Agreement are
within the powers of Lafarge Corp. and will not be in contravention of or result
in any breach or constitute a default under any applicable law, rule or
regulation or any loan, note or other agreement or instrument to which Lafarge
Corp. is a party or by which it or any of its properties are bound.
(d) No consent, approval, authorization or order of any court or
governmental agency or authority or of any third party which has not been
obtained is required in connection with the execution, delivery and performance
by Lafarge Corp. of this Agreement.
Section 7.2. Representations and Warranties of BCNA and Lafarge. Each of
BCNA and Lafarge severally represent, warrant and covenant to Lafarge Corp. as
follows:
(a) It is an entity duly organized, validly existing and in good
standing under the laws of the county or state of its formation.
(b) It has the requisite power and authority to execute and deliver
this Agreement and to perform its respective obligations hereunder.
(c) The execution, delivery and performance by it of this Agreement
have been duly and validly authorized, and no other action is required to be
taken to authorize such execution, delivery and performance. The execution,
delivery and performance by it of this Agreement are within its powers and will
not be in contravention of or result in any breach or constitute a default under
any applicable law, rule or regulation or any loan, note or other agreement or
instrument to which it is a party or by which it or any of is properties are
bound.
(d) No consent, approval, authorization or order of any court or
governmental agency or authority or of any third party which has not been
obtained is required in connection with the execution, delivery and performance
by it of this Agreement.
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ARTICLE VIII
MISCELLANEOUS
Section 8.1. Notice. All notices, demands, requests or other
communications required or permitted to be given under this Agreement shall be
in writing and shall be given either (a) by hand delivery, (b) by United States
mail, certified or registered, return receipt requested, postage prepaid, (c) by
electronic facsimile or (d) by overnight courier service (charges prepaid) with
proof of delivery at the following addresses:
To Lafarge Corp.: 00000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive
Officer
Fax: 000-000-0000
To BCNA or Lafarge: 00, xxx xxx Xxxxxx Xxxxxxxx
00000 Xxxxx
Attention: Vice Chairman and Chief
Operating Officer
Fax: 011 00-0-00-00-00-00
Section 8.2. Expense of Enforcement. If either party brings an action at
law or in equity to enforce or interpret this Agreement, the prevailing party in
such action shall be entitled to recover reasonable attorneys' fees and
disbursements incurred in connection with such proceeding, including but not
limited to arbitration or appellate proceedings, in addition to any other remedy
granted.
Section 8.3. Entire Agreement; Acknowledgment. This Agreement
constitutes the full and complete agreement of the parties hereto with respect
to the subject matter hereof. This Agreement may be amended only by subsequent
written agreement among the parties hereto. Lafarge hereby acknowledges and
approves the covenants and agreements made by BCNA under this Agreement and
agrees to cause the BCNA Board of Directors to take any and all necessary action
to carry out the intent and purposes of this Agreement.
Section 8.4. Severability. If any provision of this Agreement is held to
be unenforceable, this Agreement shall be considered divisible and such
provision shall be deemed inoperative to the extent it is deemed unenforceable,
and in all other respects this Agreement shall remain in full force and effect;
provided, however, that if any such provision may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and
shall be enforceable to the maximum extent permitted by applicable law.
Section 8.5. No Waiver. The failure of any party to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective
of the length of time for which such failure continues, shall not be a waiver of
such party's right to demand strict compliance in the future. No consent or
waiver, express or implied, to or of any breach or default in the performance of
any obligation hereunder shall constitute a consent or waiver to or of any other
breach or default in the performance of the same or any other obligation
hereunder.
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Section 8.6. Survival of Representations and Warranties. All
representations, warranties and covenants made by the parties hereto in this
Agreement or any other document contemplated hereby shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement, or such other document, regardless of any
investigation made by or on behalf of any such party.
Section 8.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal substantive law of New York. Each
party hereto agrees that the United States District Court for the Southern
District of New York shall have non-exclusive jurisdiction to settle any dispute
which may arise in connection with this Agreement and is not resolved pursuant
to the dispute resolution process contemplated by Article IV.
Section 8.8. Captions, General, Number and Language of Inclusion. The
captions are inserted in this Agreement only for convenience of reference and do
not define, limit, or describe the scope or intent of any provisions of this
Agreement. Unless the context clearly requires otherwise, the singular includes
the plural, and vice versa, and the masculine, feminine, and neuter adjectives
include one another. As used in this Agreement, the word "including" shall mean
"including, but not limited to". All references to "$" or dollar amounts will be
to lawful currency of the United States of America.
Section 8.9. Further Assurances. From and after the date hereof, the
parties hereto shall execute and deliver, as appropriate, any instruments or
documents and take or do, as appropriate, any other actions and things
reasonably necessary to enable Lafarge Corp. to perform fully its obligations
under this Agreement and to otherwise carry out the intention of this Agreement.
Section 8.10. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns; provided, however, that no party
hereto may assign, transfer or otherwise dispose of all or any part of its
rights, duties or obligations hereunder without the written consent of the other
parties.
Section 8.11. No Third Party Beneficiaries. Nothing in this Agreement,
either express or implied, is intended to or shall confer upon any person other
than the parties hereto, and their respective successors and permitted assigns,
any rights, benefits or remedies of any nature whatsoever under or by reason of
this Agreement.
Section 8.12. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be an original and all of which shall
constitute but one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
LAFARGE CORPORATION
By:/s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
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Title: President and Chief Executive Officer
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LAFARGE SA
By:/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Vice Chairman
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BLUE CIRCLE NORTH AMERICA
By:/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Chairman
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EXHIBIT A
ASSETS COVERED BY MANAGEMENT AGREEMENT AND OPTION
Five Full Production Cement Plants:
- Ravena, New York
- Harleyville, South Carolina
- Atlanta, Georgia
- Calera, Alabama
- Tulsa, Oklahoma
One Slag Grinding Facility in Sparrows Point, Maryland
Eleven Cement Terminals
61 Ready Mix Concrete Plants in Georgia
13 Quarries and Sand and Gravel Pits in Georgia and Alabama
10 Concrete Block Plants in Georgia
The Option also covers all distribution and mobile equipment related to the
foregoing Assets
ASSETS COVERED BY MANAGEMENT AGREEMENT UNTIL DIVESTED
PreCon in Ontario
One Quarry in Hamburg, New Jersey
