FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of April 14, 1999 (this "AMENDMENT")
is to the Third Amended and Restated Credit Agreement (the "CREDIT
AGREEMENT") dated as of June 5, 1998 among U.S. AGGREGATES, INC., a Delaware
corporation (the "COMPANY"), various financial institutions (the "LENDERS")
and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the
Lenders (the "AGENT"). Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as defined in the Credit Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence
of) the Amendment Effective Date (as defined below):
1.1 (a) The definition of "Capital Expenditures" in Section 1.1 of
the Agreement shall be amended and restated to read in its entirety as
follows:
CAPITAL EXPENDITURES means all expenditures which, in
accordance with GAAP, would be required to be capitalized and shown on
the consolidated balance sheet of the Company, but excluding (a)
Investments in preferred stock issued by Dekalb Stone (to the extent
such payments or investments constitute capital expenditures), (b)
expenditures made in connection with the replacement, substitution or
restoration of assets to the extent financed (i) from insurance
proceeds (or other similar recoveries) paid on account of the loss of
or damage to the assets being replaced or restored or (ii) with awards
of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced, (c) Acquisition Capital
Expenditures to the extent that Acquisition Capital Expenditures during
the Fiscal Year or Computation Period in question do not exceed
$7,500,000 and (d) Capital Expenditures incurred in the second, third
and fourth Fiscal Quarters of 1999 in connection with certain 1999
capital expansion projects to the extent that such Capital Expenditures
do not exceed $21,000,000.
(b) The definitions of "Xxxxxx Note" and "Xxxxxx Note Documents" in
Section 1.1 of the Credit Agreement shall be amended and restated to read in
their entireties as follows:
XXXXXX NOTE means the $17,500,000 Unsecured Note dated April
15, 1999 of the Company payable to Xxxxxx Trust and Savings Bank.
XXXXXX NOTE DOCUMENTS means the Xxxxxx Note, the Guaranty of
Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P. ("GTCR IV") of the Xxxxxx
Note dated April 14, 1999 and the letter agreement dated April 14, 1999
among GTCR IV, Xxxxxx Trust and Savings Bank, the Agent, The Prudential
Life Insurance Company of America and the Company.
1.2 Section 3.1(c) of the Credit Agreement shall be amended by
replacing the table in such Section with the following:
Amount of
Period Term B Loans Payable
------ --------------------
6/30/99-12/31/05 $150,000
3/31/06 $55,950,000.
1.3 Section 10.13 of the Credit Agreement shall be amended and restated
to read in its entirety as follows:
10.13 RENTAL OBLIGATIONS. Not, and not permit any Subsidiary
to, enter into any arrangement (other than Capital Leases) which
involves the leasing by the Company or such Subsidiary from any lessor
of any personal property (or any interest therein), except (a) rentals
of items of equipment for not more than 90 days for use on one or more
specific jobs in the ordinary course of business and (b) arrangements
which, together with all other such arrangements which shall then be in
effect, will not require the payment of any aggregate amount of rentals
by the Company and its Subsidiaries in any Fiscal Year in excess of 4%
of Net Revenues for such Fiscal Year, tested as of the end of such
Fiscal Year; PROVIDED, HOWEVER, that any calculation made for purposes
of this Section shall exclude any amounts required to be expended for
maintenance and repairs, insurance, taxes, assessments and other
similar charges.
1.4 Section 10.25 of the Credit Agreement shall be amended by deleting
the words "not later than 180 days after the Effective Date" where they appear
in such Section and inserting in lieu thereof the words "not later than July 1,
1999".
1.5 The Revolving Commitments of the Lenders on the Amendment Effective
Date shall be as set forth on Schedule I hereto (subject to adjustment as set
forth in the definition of "Revolving Commitment").
SECTION 2 WAIVER OF DEFAULT. Effective on (and subject to the
occurrence of) the Amendment Effective Date, the Required Lenders hereby waive
the Event of Default created by the Company's noncompliance with Section 10.25
of the Credit Agreement prior to the date hereof.
SECTION 3 REPRESENTATIONS AND WARRANTIES. The Company represents and
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warrants to the Agent and the Lenders that (a) the representations and
warranties made in Section 9 (excluding Sections 9.6 and 9.8) of the Credit
Agreement are true and correct on and as of the Amendment Effective Date with
the same effect as if made on and as of the Amendment Effective Date (except to
the extent relating solely to an earlier date, in which case they were true and
correct as of such earlier date); (b) no Event of Default or Unmatured Event of
Default exists or will result from the execution of this Amendment; (c) no event
or circumstance has occurred since the Effective Date that has resulted, or
would reasonably be expected to result, in a Material Adverse Effect; (d) the
execution and delivery by the Company of this Amendment and the performance by
the Company of its obligations under the Credit Agreement as amended hereby (as
so amended, the "AMENDED CREDIT AGREEMENT") (i) are within the corporate powers
of the Company, (ii) have been duly authorized by all necessary corporate
action, (iii) have received all necessary approval from any Governmental
Authority and (iv) do not and will not contravene or conflict with any provision
of any law, rule or regulation or any order, decree, judgment or award which is
binding on the Company or any Guarantor or any of their respective Subsidiaries
or of any provision of the certificate of incorporation or bylaws or other
organizational documents of the Company or of any agreement, indenture,
instrument or other document which is binding on the Company or any Guarantor or
any of their respective Subsidiaries; and (e) the Amended Credit Agreement is
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.
SECTION 4 EFFECTIVENESS. The amendments set forth in SECTION 1 above
and the waiver set forth in SECTION 2 above shall become effective on such date
(the "AMENDMENT EFFECTIVE DATE") when the Agent shall have received (a) a
counterpart of this Amendment executed by the Company, the Required Lenders and
each Revolving Lender that has agreed to increase its Revolving Commitment on
the Amendment Effective Date (each, an "INCREASING LENDER") (or, in the case of
any party other than the Company from which the Agent have not received a
counterpart hereof, facsimile confirmation of the execution of a counterpart
hereof by such party), (b) for the account of each Increasing Lender, pro rata
in accordance with the amount of the increase in the Revolving Commitment of
such Increasing Lender effected hereby, an upfront fee in the amount set forth
in a separate letter between such Increasing Lender, the Agent and the Company,
(c) for the account of BofA, a fee in the amount set forth in a separate letter
between BofA and the Company, (d) for each of the undersigned Lenders who have
executed and delivered a counterpart of this Amendment to counsel to the Agent
by 5:00 p.m. on April 14, 1999, an amendment fee in an amount equal to 0.125% of
the sum of such Lender's Revolving Commitment (before giving effect hereto) plus
the outstanding Term Loans of such Lender, (e) evidence satisfactory to it that
(1) clause (i) of the definition of "Senior Debt" in Section 12E of the Note and
Warrant Purchase Agreement shall have been amended and restated in its entirety
to read "One Hundred Ninety-Five Million Dollars ($195,000,000)" and such
definition shall not be otherwise amended or modified, (2) Section 8D of the
Note and Warrant Purchase Agreement shall have been amended in a manner
satisfactory to the Agent and (3) the definition of "Consolidated Capital
Expenditures" in Section 13B of the Note
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and Warrant Purchase Agreement shall have been amended in a manner satisfactory
to the Agent and (f) each of the following documents, each in form and substance
satisfactory to the Agent:
4.1 REAFFIRMATIONS. Counterparts of the Reaffirmations of Loan
Documents, substantially in the forms of EXHIBIT A-1 and A-2, executed by the
Company, each Guarantor and each Pledgor.
4.2 RESOLUTIONS. Certified copies of resolutions of the Board of
Directors of the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Amendment, the Amended Credit Agreement and
each other Loan Document contemplated by this Amendment to which the Company is
a party.
4.3 INCUMBENCY AND SIGNATURE CERTIFICATES. A certificate of the
Secretary or an Assistant Secretary of the Company, certifying the names of the
officer or officers of the Company authorized to sign this Amendment and the
other Loan Documents contemplated hereby to which the Company is a party,
together with a sample of the true signature of each such officer.
4.4 OPINION. An opinion, addressed to the Agent and the Lenders, of
Xxxxxxxx & Xxxxx, counsel to the Company and its Subsidiaries, substantially in
the form of EXHIBIT B.
4.5 OTHER DOCUMENTS. Such other documents as the Agent or any Lender
may reasonably request.
SECTION 5 MISCELLANEOUS.
5.1 CONTINUING EFFECTIVENESS, ETC. As herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Amendment Effective Date, all references in
the Credit Agreement, the Notes, each other Loan Document and any similar
document to the "Credit Agreement" or similar terms shall refer to the Amended
Credit Agreement. The waiver contained in SECTION 2 hereof is limited strictly
to its terms and shall not apply to non-compliance with any other term of the
Credit Agreement or the Amended Credit Agreement.
5.2 COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
5.3 EXPENSES. The Company agrees to pay the reasonable costs and
expenses of the Agent (including reasonable fees and disbursements of counsel,
including, without duplication, the allocable costs of internal legal services
and all disbursements of internal legal counsel) in connection with the
preparation, execution and delivery of this Amendment.
5.4 GOVERNING LAW. This Amendment shall be a contract made under and
governed by
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the laws of the State of Illinois applicable to contracts made and to be wholly
performed within the State of Illinois.
5.5 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon the
Company, the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors and assigns of the Lenders and the Agent.
5.6 FEES. The fees referred to in SECTIONS 4(b) and (c) hereof are not
subject to Section 7.5 of the Credit Agreement.
5.7 ADJUSTMENTS TO REVOLVING LOAN PERCENTAGES. On the Amendment
Effective Date, the Agent shall notify the Revolving Lenders and the Company, on
or before 1:00 p.m. (Chicago time), by facsimile of the occurrence of the
Amendment Effective Date. Each Increasing Lender shall, before 2:00 p.m.
(Chicago time) on the Amendment Effective Date, make available to the Agent in
immediately available funds an amount equal to the excess of (1) such Increasing
Lender's Revolving Loan Percentage (as in effect immediately following the
effectiveness of this Amendment) of the Revolving Loans then outstanding over
(2) such Increasing Lender's Revolving Loan Percentage (as in effect immediately
prior to the effectiveness of this Amendment) of the Revolving Loans then
outstanding. After the Agent's receipt of such funds from each such Increasing
Lender, the Agent will promptly thereafter cause to be distributed like funds to
each Revolving Lender that is not an Increasing Lender in an amount to such
Revolving Lender such that the aggregate amount owing to each Revolving Lender
after giving effect to such distribution equals such Lender's Revolving Loan
Percentage (as in effect immediately following the effectiveness of this
Amendment) of the Revolving Loans then outstanding. If the Amendment Effective
Date shall occur on a date that is not the last day of the Interest Period for
all Revolving Loans then outstanding that are Eurodollar Loans, (x) the Company
shall pay any amounts owing pursuant to SECTION 8.4 of the Credit Agreement to
any Revolving Lender whose proportionate share of any outstanding Revolving Loan
that is a Eurodollar Loan is decreased as a result of the distributions to
Revolving Lenders under this Section and (y) for each outstanding Revolving Loan
that is a Eurodollar Loan the respective Revolving Loans made by the Increasing
Lenders pursuant to this Section shall be deemed to be funded at the applicable
Eurodollar Rate (Reserve Adjusted) for such Loan.
5.8 MORTGAGE AMENDMENTS. Within 60 days after the Amendment Effective
Date, the Company shall, or shall cause its applicable Subsidiaries to, deliver
to the Agent, with respect to each parcel of real property owned by the Company
or any Subsidiary which has previously been mortgaged to the Agent for the
benefit of the Lenders pursuant to the Credit Agreement, an amendment to the
Mortgage increasing the amount of indebtedness secured thereby such as to
include the aggregate amount of Revolving Commitments (after giving effect to
the increase to the Revolving Commitments effected hereby) and otherwise
satisfactory to the Agent.
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Delivered as of the day and year first above written.
U.S. AGGREGATES, INC.
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Title:
-----------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Agent
By: /s/ illegible
--------------------------------
Title: Vice President
-----------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Lender and as
Issuing Lender
By: /s/ illegible
--------------------------------
Title: Vice President
-----------------------------
BANKBOSTON, N.A., as a Lender
By: /s/ illegible
--------------------------------
Title:
-----------------------------
NATIONAL CITY BANK, as a Lender
By: Xxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President
-----------------------------
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BANK OF SCOTLAND, as a Lender
By: /s/ Xxxxx Xxxx Tat
--------------------------------
Title: Senior Vice President
-----------------------------
IBJ XXXXXXXX BANK AND TRUST
COMPANY, as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Title: Managing Director
-----------------------------
COMERICA BANK - CALIFORNIA, as a Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Vice President
-----------------------------
ZIONS FIRST NATIONAL BANK, as a Lender
By: /s/ illegible
--------------------------------
Title: Vice President
-----------------------------
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
-----------------------------
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CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
as Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Title: Managing Director
-----------------------------------
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Title: Managing Director
-----------------------------------
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC, as
a Lender
By: ING Capital Advisors, Inc., as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Vice President & Portfolio
Manager
-----------------------------------
PILGRIM PRIME RATE TRUST, as a Lender
By: Pilgrim Investments, Inc., as its Investment
Manager
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Title: Vice President
-----------------------------------
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Xxxxx X. Page
--------------------------------
Title: Vice President
-----------------------------
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Xxxxx X. Page
--------------------------------
Title: Vice President
-----------------------------
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KZH-CYPRESSTREE - 1 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Title: Authorized Agent
-----------------------------
KZH-HIGHLAND - 2 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Title: Authorized Agent
-----------------------------
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ARCHIMEDES FUNDING II, LLC
By: ING Capital Advisors, LLC, as Collateral
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Title: Senior Vice President Portfolio
Manager
-----------------------------
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SCHEDULE I
Revolving
Lender Commitment Revolving Percentage
------ ---------- --------------------
Bank of $10,655,262.86 17.75877143%
America NT
& SA
Union Bank $ 9,000,000.00 15.00%
of California
IBJ Whitehall $ 7,894,736.84 13.00000000%
Bank and
Trust
Company
Bank of $ 7,894,736.84 13.15789474%
Scotland
National City $ 6,660,526.63 11.00000000%
Bank
Comerica $ 6,000,000.00 10.00%
Bank -
California
Zions First $ 6,000,000.00 10.00%
National Bank
BankBoston, $ 5,894,736.84 9.82456140%
N.A.
TOTAL $60,000,000 100.00%
EXHIBIT A-1
FORM OF REAFFIRMATION OF
LOAN DOCUMENTS
April 14, 1999
Bank of America National Trust
and Savings Association, as Agent
and the other parties
to the Third Amended and
Restated Credit Agreement
referred to below
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Agency Management Services #5596
RE: REAFFIRMATION OF LOAN DOCUMENTS --
COMPANY AND SUBSIDIARIES
Ladies and Gentlemen:
Please refer to:
1. The Amended and Restated Security Agreement dated as of June
5, 1998 (the "SECURITY AGREEMENT") among U.S. Aggregates, Inc.
(the "COMPANY"), Western Aggregates Holding Corporation, a
Delaware corporation, Xxxxxx Construction and Development,
INC., a Nevada corporation, Sandia Construction, Inc., a
Nevada corporation, Xxx Rock Products Inc., a Utah
corporation, Cox Transport Corporation, a Utah corporation,
SRM Holdings Corp., a Delaware Corporation, Southern Ready
Mix, Inc., an Alabama corporation, A-Block Company, Inc., an
Arizona corporation, A-Block Company, Inc., a California
corporation, Mohave Concrete and Materials, Inc., an Arizona
corporation, Mohave Concrete and Materials, Inc., a Nevada
corporation, Mulberry Rock Corporation, a Georgia corporation,
Valley Asphalt, Inc., a Utah Corporation, Southern Nevada
Aggregates, Inc., a Nevada corporation, BHY Ready Mix, Inc., a
Tennessee corporation, Falcon Ridge Construction, Inc., a Utah
corporation, Geodyne Transport, Inc., a Utah corporation,
Western Rock Products Corp., a Utah corporation, Tri-state
Testing Laboratories, Inc., a Utah Corporation, Dekalb Stone,
Inc., a Georgia corporation, Xxxx Paving, Inc., a Utah
corporation, Xxxxxxx Xxxxx & Sand, Inc., a Tennessee
corporation, Big Horn Redi
Mix, Inc., a Wyoming corporation, Treasure Valley Concrete,
Inc., an Idaho corporation, Monroc, Inc., a Delaware
corporation, Western Aggregates, Inc., a ________ corporation,
and Bank of America National Trust and Savings Association in
its capacity as Agent (in such capacity, the "AGENT");
2. The Amended and Restated Guaranty dated as of June 5, 1998
(the "GUARANTY") executed in favor of the Agent and various
other parties by Western Aggregates Holding Corporation,
Xxxxxx Construction and Development, Inc., Sandia
Construction, Inc., Xxx Rock Products Inc., Cox Transport
Corporation, SRM Holdings Corp., Southern Ready Mix, Inc.,
A-Block Company, Inc., A-Block Company, Inc., Mohave Concrete
and Materials, Inc., Mohave Concrete and Materials, Inc.,
Mulberry Rock Corporation, Valley Asphalt, Inc., Southern
Nevada Aggregates, Inc., BHY Ready Mix, Inc., Falcon Ridge
Construction, Inc., Geodyne Transport, Inc., Western Rock
Products Corp., Tri-state Testing Laboratories, Inc., Dekalb
Stone, Inc., Xxxx Paving, Inc., Xxxxxxx Xxxxx & Sand, Inc.,
Big Horn Redi Mix, Inc., Treasure Valley Concrete, Inc., and
Monroc, Inc.;
3. The following Pledge Agreements:
(a) the Amended and Restated Company Pledge Agreement
dated as of June 5, 1998 between the Company and the
Agent, and
(b) the Amended and Restated Subsidiary Pledge Agreement
dated as of June 5, 1998 between Western Aggregates
Holding Corp., Western Rock Products Corp., SRM
Holdings Corp., Southern Ready Mix, Inc., Monroc,
Inc., and the Agent,
(all of the foregoing Pledge Agreements, in each case as
heretofore amended, being collectively referred to herein as
the "PLEDGE AGREEMENTS").
4. The Aircraft Security Agreement dated as of July 19, 1996
between Treasure Valley Concrete, Inc. and the Agent (the
"AIRCRAFT SECURITY AGREEMENT").
5. The Patent Security Agreement made as of March 30, 1995 by Xxx
Rock Products Inc. in favor of the Agent (the "PATENT SECURITY
AGREEMENT").
The Security Agreement, the Guaranty, the Pledge Agreements, the
Aircraft Security Agreement and the Patent Security Agreement, in each case as
heretofore amended, are collectively referred to herein as the "LOAN DOCUMENTS".
Capitalized terms not otherwise defined herein will have the meanings given in
the Credit Agreement referred to below.
Each of the undersigned acknowledges that the Company, the Banks and
the Agent have executed the First Amendment (the "AMENDMENT") to the Third
Amended and Restated Credit Agreement dated as of June 5, 1998 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT").
Each of the undersigned hereby confirms that each Loan Document to
which such undersigned is a party remains in full force and effect after giving
effect to the effectiveness of the Amendment and that, upon such effectiveness,
all references in such Loan Document to the "Credit Agreement" shall be
references to the Credit Agreement as amended by the Amendment.
The letter agreement may be signed in counterparts and by the various
parties as herein on separate counterparts. This letter agreement shall be
governed by the laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.
U.S. AGGREGATES, INC.
By:
-------------------------------
Title:
----------------------------
SRM HOLDINGS CORP.
By:
-------------------------------
Title:
----------------------------
WESTERN AGGREGATES HOLDING CORP.
By:
-------------------------------
Title:
----------------------------
WESTERN ROCK PRODUCTS CORP.
By:
-------------------------------
Title:
----------------------------
XXXXXX CONSTRUCTION & DEVELOPMENT,
INC.
By:
-------------------------------
Title:
----------------------------
SANDIA CONSTRUCTION, INC.
By:
-------------------------------
Title:
----------------------------
SOUTHERN NEVADA AGGREGATES, INC.
By:
-------------------------------
Title:
----------------------------
TRI-STATE TESTING LABORATORIES, INC.
By:
-------------------------------
Title:
----------------------------
MOHAVE CONCRETE AND MATERIALS, INC.,
a Nevada corporation
By:
-------------------------------
Title:
----------------------------
MOHAVE CONCRETE AND MATERIALS, INC.,
an Arizona corporation
By:
-------------------------------
Title:
----------------------------
A-BLOCK COMPANY, INC.,
an Arizona corporation
By:
-------------------------------
Title:
----------------------------
A-BLOCK COMPANY, INC.,
a California corporation
By:
-------------------------------
Title:
----------------------------
XXX ROCK PRODUCTS, INC.
By:
-------------------------------
Title:
----------------------------
XXX TRANSPORT CORPORATION
By:
-------------------------------
Title:
----------------------------
VALLEY ASPHALT, INC.
By:
-------------------------------
Title:
----------------------------
GEODYNE TRANSPORT, INC.
By:
-------------------------------
Title:
----------------------------
FALCON RIDGE CONSTRUCTION, INC.
By:
-------------------------------
Title:
----------------------------
XXXX PAVING, INC.
By:
-------------------------------
Title:
----------------------------
SOUTHERN READY MIX, INC.
By:
-------------------------------
Title:
----------------------------
DEKALB STONE, INC.
By:
-------------------------------
Title:
----------------------------
MULBERRY ROCK CORPORATION
By:
-------------------------------
Title:
----------------------------
BHY READY MIX, INC.
By:
-------------------------------
Title:
----------------------------
XXXXXXX XXXXX & SAND, INC.
By:
-------------------------------
Title:
----------------------------
BIG HORN REDI MIX, INC.
By:
-------------------------------
Title:
----------------------------
TREASURE VALLEY CONCRETE, INC.
By:
-------------------------------
Title:
----------------------------
MONROC, INC.
By:
-------------------------------
Title:
----------------------------
WESTERN AGGREGATES, INC.
By:
-------------------------------
Title:
----------------------------
ACKNOWLEDGED AND AGREED
as of the date first written above
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By:
--------------------------------
Title:
-----------------------------
EXHIBIT A-2
FORM OF
REAFFIRMATION OF SHAREHOLDER PLEDGE AGREEMENTS
April 14, 0000
Xxxx xx Xxxxxxx National Trust
and Savings Association, as Agent
and the other parties
to the Third Amended and
Restated Credit Agreement
referred to below
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Agency Management Services #5596
RE: REAFFIRMATION OF SHAREHOLDER PLEDGE AGREEMENTS
Ladies and Gentlemen:
Please refer to the Amended and Restated Shareholder Pledge
Agreement (the "PLEDGE AGREEMENT") dated as of June 5, 1998 among Xxxxxxxx X.
Xxxx, Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxx
Xxxxx, Xxxxxx X. Xxx, Xxxxx X. Xxx, Xxxxxx Xxx, Xxx X. Xxx, Xxxx X. Xxx,
Xxxxxxx Xxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx
X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx Stocks, Xxxxxx Xxxxxx, Xxx Xxxxxxxx,
Xxxxxx Xxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and the Agent
Capitalized terms not otherwise defined herein will have the
meanings given in the Third Amended and Restated Credit Agreement referred to
below.
Each of the undersigned acknowledges that the Company, the Banks and
the Agent have executed the First Amendment (the "AMENDMENT") to the Third
Amended and Restated Credit Agreement dated as of June 5, 1998 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT").
Each of the undersigned hereby confirms that the Pledge Agreement to
which such undersigned is a party remains in full force and effect after
giving effect to the effectiveness of the Amendment and that, upon such
effectiveness, all references in such Pledge Agreement to the
"Credit Agreement" shall be references to the Credit Agreement as amended by
the Amendment.
The letter agreement may be signed in counterparts and by the various
parties as herein on separate counterparts. This letter agreement shall be
governed by the laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.
--------------------------------------
Xxxxxxxx X. Xxxx
--------------------------------------
Xxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxx
--------------------------------------
Xxxx Xxxxx
--------------------------------------
Xxxxxx X. Xxx
--------------------------------------
Xxxxx X. Xxx
--------------------------------------
Xxxxxx Xxx
--------------------------------------
Xxx X. Xxx
--------------------------------------
Xxxx X. Xxx
--------------------------------------
Xxxxxxx Xxx
--------------------------------------
Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxx
--------------------------------------
Xxxxx Stocks
--------------------------------------
Xxxxxx Xxxxxx
--------------------------------------
Xxx Xxxxxxxx
-3-
--------------------------------------
Xxxxxx Xxx
--------------------------------------
Xxxxx Xxxxxxx
--------------------------------------
Xxx Xxxxxxxx
-4-
ACKNOWLEDGED AND AGREED
as of the date first written above
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By:
--------------------------------
Title:
-----------------------------
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