THIRD AMENDMENT
THIS THIRD AMENDMENT dated as of January 13, 2000 (this "Amendment") is to
the Third Amended and Restated Credit Agreement (as heretofore amended, 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, N.A. (formerly 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 The definition of "Capital Expenditures" in Section 1.1 of the
Credit 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 (including, without limitation, quarry development expenditures),
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.
1.2 Section 2.3 of the Credit Agreement shall be amended by deleting
the reference to "10:00 A.M." in clause (a) of the first sentence of such
Section and inserting the reference "11:00 A.M." in lieu thereof.
1.3 Section 10.1.2 of the Credit Agreement shall be amended and
restated to read in its entirety as follows:
10.1.2 Interim Reports. Promptly when available and in any event within
45 days after the end of each Fiscal Quarter, consolidated and consolidating
balance sheets of the Company and its Subsidiaries as of the end of such Fiscal
Quarter and consolidated and consolidating statements of earnings and cash flows
of the Company and its Subsidiaries for the period from the end of the last
Fiscal Year to the end of such Fiscal Quarter, certified by the President or the
chief financial officer of the Company to the effect that such financial
statements fairly present the financial condition and results of operations of
the Company and its Subsidiaries.
1.4 Section 10.25 of the Credit Agreement shall be amended and restated
to read in its entirety as follows:
10.25 Interest Rate Protection. Not later than 60 days after the end
of any Computation Period ending on or prior to June 30, 2001 for which the
Leverage Ratio is greater than (x) the required maximum Leverage Ratio under
Section 10.6.3 for such Computation Period less (y) .25, enter into one or more
Hedging Agreements, each with a term of at least two years, on an ISDA standard
form with one or more Lenders or Affiliates thereof or with counterparties
reasonably acceptable to the Agent to fix the interest rate with respect to not
less than 50% of the principal amount of the Term Loans outstanding at the end
of such Computation Period in form and substance reasonably satisfactory to the
Agent.
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").
1.6 Schedule 1.1A to the Credit Agreement shall be replaced by Schedule
1.1A hereto.
SECTION 2 WAIVER OF DEFAULT. Effective on (and subject to the occurrence
of) the Amendment Effective Date, the Required Lenders hereby waive (i) any
Event of Default under Section 10.12 for the 1999 Fiscal Year (or prior periods)
which is solely attributable to the recharacterization (in accordance with the
opinion of the Company's independent public accountants) as capital expenditures
during such Fiscal Year of quarry development expenses not previously accounted
for by the Company as capital expenditures and (ii) 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
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, each Revolving
Lender that has agreed to increase its Revolving Commitment on the Amendment
Effective Date (each such Revolving Lender, an "Increasing Lender") and each
financial institution listed on the signature pages hereof that was not a party
to the Credit Agreement immediately prior to the Amendment Effective Date (each
such financial institution, a "New Lender") (or, in the case of any party other
than the Company from which the Agent has not received a counterpart hereof,
facsimile confirmation of the execution of a counterpart hereof by such party),
(b) all fees and expenses then due and owing to the Lenders in connection with
this Amendment shall have been paid, as previously agreed upon and (c) each of
the following documents, each in form and substance satisfactory to the Agent:
4.1 Reaffirmation. Counterparts of the Reaffirmation of Loan
Documents, substantially in the form of Exhibit A, executed by the Company and
each Guarantor.
4.2 New Notes. For each New Lender, a Note.
4.3 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.
4.4 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.
4.5 Opinion. An opinion, addressed to the Agent and the Lenders, of
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Company and its Subsidiaries, substantially in
the form of Exhibit B.
4.6 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 a similar term 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 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 Section 4(b) hereof are not subject
to Section 7.5 of the Credit Agreement.
5.7 Addition of Lenders; 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. On the Amendment Effective Date,
each New Lender shall automatically become a party to the Amended Credit
Agreement and be entitled to the benefits, and have the obligations, of a
"Lender" thereunder. Each Increasing Lender and each New 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 (A) in the case of an
Increasing Lender, 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 and (B)
in the case of a New Lender, such New Lender's Revolving Loan Percentage (as in
effect immediately following the effectiveness of this Amendment) of the
Revolving Loans then outstanding. After the Agent's receipt of such funds from
each Increasing Lender and each New Lender, the Agent will promptly thereafter
cause to be distributed like funds to each Revolving Lender that is not an
Increasing Lender or a New 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 and New
Lenders pursuant to this Section shall be deemed to be funded at the applicable
Eurodollar Rate (Reserve Adjusted) for such Loan.
Delivered as of the day and year first above written.
U.S. AGGREGATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Title: Chief Financial Officer
---------------------------
BANK OF AMERICA, N.A., as Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Title: Vice President
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BANK OF AMERICA, N.A., as a Lender and as Issuing Lender
/s/ ▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇ ▇▇▇▇▇▇
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Title: Principal
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BANKBOSTON, N.A., as a Lender
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------
Title: Managing Director
--------------------
NATIONAL CITY BANK, as a Lender
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------
Title: Senior Vice President
-------------------------
BANK OF SCOTLAND, as a Lender
/s/ ▇▇▇▇▇ ▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇
--------------
Title: Senior Vice President
-------------------------
IBJ ▇▇▇▇▇▇▇▇ BANK AND TRUST
COMPANY, as a Lender
By:
Title:
COMERICA BANK - CALIFORNIA, as a Lender
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Vice President
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ZIONS FIRST NATIONAL BANK, as a Lender
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
Title: Vice President
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UNION BANK OF CALIFORNIA, N.A., as a
Lender
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
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
Illegible
By:
Title: Principal
-----------
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
Illegible
By:
Title: Principal
-----------
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC.
By: ING Capital Advisors, LLC. As Investment
Advisor
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Title: Senior Vice President & Portfolio Manager
------------------------------------------------
PILGRIM PRIME RATE TRUST, as a Lender
By: Pilgrim Investments, Inc., as its Investment Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Title: Vice President
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
/s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
Title: Vice President
-----------------
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor
/s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
Title: Vice President
-----------------
KZH-CYPRESSTREE - 1 LLC
/s/ ▇▇▇▇▇ ▇▇▇
By: ▇▇▇▇▇ ▇▇▇
------------
Title: Authorized Agent
-------------------
KZH-HIGHLAND - 2 LLC
By:
Title:
ARCHIMEDES FUNDING II, LLC
By: ING Capital Advisors, LLC, as Collateral Manager
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Title: Senior Vice President & Portfolio Manager
-----------------------------------------------
BANK ONE, N.A.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
Title: Commercial Banking Officer
------------------------------
BRANCH BANKING AND TRUST COMPANY
Illegible
By:
Title: Corporate Accounts Officer
------------------------------
SCHEDULE I
REVOLVING REVOLVING
LENDER COMMITMENT PERCENTAGE
------ ---------- ----------
BANK OF AMERICA, N.A. $12,655,262.86 14.06%
UNION BANK OF CALIFORNIA $11,000,000.00 12.22%
IBJ WHITEHALL $ 7,894,736.84 8.77%
BANK AND TRUST COMPANY
BANK OF SCOTLAND $ 7,894,736.84 8.77%
NATIONAL CITY BANK $ 8,660,526.62 9.62%
COMERICA BANK - CALIFORNIA $ 8,000,000.00 8.89%
ZIONS FIRST NATIONAL BANK $ 8,000,000.00 8.89%
BANKBOSTON, N.A. $ 5,894,736.84 6.55%
BANK ONE, N.A. $10,000,000.00 11.11%
BRANCH BANKING AND TRUST COMPANY $10,000,000.00 11.11%
TOTAL $90,000,000.00 100.00%
SCHEDULE 1.1A
--------------
PRICING SCHEDULE
----------------
The Applicable ABR Margin, Applicable Eurodollar Margin and Non-Use Fee
Rate shall be determined based on the Leverage Ratio as set forth below.
(a) initially, the Applicable ABR Margin for Revolving Loans and Term A
Loans shall be 0.75% per annum, the Applicable Eurodollar Margin for Revolving
Loans and Term A Loans shall be 1.75% per annum, the Applicable ABR Margin for
Term B Loans shall be 1.375% per annum, the Applicable Eurodollar Margin for
Term B Loans shall be 2.375% per annum and the Non-Use Fee Rate shall be 0.425%
per annum;
(b) on and after any date specified below on which the Applicable ABR
Margin and Applicable Eurodollar Margin for Revolving Loans, Term A Loans and
Term B Loans and the Non-Use Fee Rate are to be adjusted, the rate per annum set
forth in the table below opposite the applicable Leverage Ratio:
APPLICABLE
EURODOLLAR APPLICABLE
MARGIN ABR MARGIN APPLICABLE
(REVOLVING (REVOLVING EURODOLLAR APPLICABLE
LOANS AND LOANS AND NON-USE MARGIN ABR MARGIN
LEVERAGE RATIO TERM A LOANS) TERM A LOANS) FEE RATE (TERM B LOANS) (TERM B LOANS)
---------------------------------------------------- ------------- ------------- ----------- -------------- --------------
GREATER THAN OR EQUAL TO 4.50:1 2.75% 1.75% 0.50% 2.75% 1.75%
GREATER THAN OR EQUAL TO 4.00:1 BUT LESS THAN 4.50:1 2.38% 1.38% 0.50% 2.75% 1.75%
GREATER THAN OR EQUAL TO 3.50:1 BUT LESS THAN 4.00:1 2.00% 1.00% 0.50% 2.38% 1.38%
GREATER THAN OR EQUAL TO 3.00:1 BUT LESS THAN 3.50:1 1.75% 0.75% 0.43% 2.38% 1.38%
GREATER THAN OR EQUAL TO 2.50:1 BUT LESS THAN 3.00:1 1.50% 0.50% 0.38% 2.38% 1.38%
LESS THAN 2.50:1 1.25% 0.25% 0.35% 2.00% 1.00%
The Applicable ABR Margin, Applicable Eurodollar Margin and Non-Use Fee Rate
shall be adjusted, to the extent applicable, following each Fiscal Quarter on
the earlier to occur of (x) 45 days (or, in the case of the last Fiscal Quarter
of any year, 120 days) after the end of each Fiscal Quarter, based on the
Leverage Ratio as of the last day of such Fiscal Quarter and (y) the date the
financial statements required by Section 10.1.1 or 10.1.2, as applicable, and
the related Compliance Certificate, if any, required by Section 10.1.3, are
delivered in accordance with such Sections; it being understood that if the
Company fails to deliver the financial statements required by Section 10.1.1 or
10.1.2, as applicable, and the related Compliance Certificate, if any, required
by Section 10.1.3 by the 45th day (or, if applicable, the 120th day) after any
Fiscal Quarter, the Applicable ABR Margin for Revolving Loans and Term A Loans
shall be 1.75% per annum, the Applicable Eurodollar Margin for Revolving Loans
and Term A Loans shall be 2.75% per annum, the Applicable ABR Margin for Term B
Loans shall be 1.75% per annum, the Applicable Eurodollar Margin for Term B
Loans shall be 2.75% per annum and the Non-Use Fee Rate shall be 0.50% per annum
until such financial statements and Compliance Certificate are delivered. In
addition, at all times when an Event of Default or Unmatured Event of Default
shall have occurred and be continuing, there shall be no reduction in the
Applicable ABR Margin, the Applicable Eurodollar Margin or the Non-Use Fee Rate.
EXHIBIT A
FORM OF REAFFIRMATION OF
LOAN DOCUMENTS
January 13, 2000
Bank of America, N.A., as Agent
and the other parties to the Third
Amended and Restated Credit
Agreement referred to below
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Agency Management Services #5596
RE: REAFFIRMATION OF LOAN DOCUMENTS
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, ▇▇▇▇▇▇ Construction and
Development, Inc., a Nevada corporation, Sandia Construction, Inc., a Nevada
corporation, ▇▇▇ 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, BHY Ready Mix, Inc., a
Tennessee corporation, Geodyne ▇▇▇▇ Rock Products, 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, ▇▇▇▇▇▇▇
▇▇▇▇▇ & Sand, Inc., a Tennessee corporation, Monroc, Inc., a Delaware
corporation, Western Aggregates, Inc., a Utah corporation, and Bank of America,
N.A. 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, ▇▇▇▇▇▇ Construction and Development, Inc.,
Sandia Construction, Inc., ▇▇▇ 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., BHY Ready Mix,
Inc., Geodyne ▇▇▇▇ Rock Products, Inc., Western Rock Products Corp., Tri-State
Testing Laboratories, Inc., Dekalb Stone, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Sand, 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 Patent Security Agreement made as of March 30, 1995 by ▇▇▇ Rock
Products Inc. in favor of the Agent (the "Patent Security Agreement").
The Security Agreement, the Guaranty, the Pledge Agreements 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 Third 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Chief Financial Officer
---------------------------
SRM HOLDINGS CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Vice President
-----------------
WESTERN AGGREGATES HOLDING CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Vice President
-----------------
WESTERN ROCK PRODUCTS CORP.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Vice President
-----------------
▇▇▇▇▇▇ CONSTRUCTION & DEVELOPMENT, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Title: Vice President
-----------------
SANDIA CONSTRUCTION, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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TRI-STATE TESTING LABORATORIES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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MOHAVE CONCRETE AND MATERIALS, INC.,
a Nevada corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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MOHAVE CONCRETE AND MATERIALS, INC.,
an Arizona corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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A-BLOCK COMPANY, INC.,
an Arizona corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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A-BLOCK COMPANY, INC.,
a California corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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▇▇▇ ROCK PRODUCTS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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COX TRANSPORT CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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VALLEY ASPHALT, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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GEODYNE ▇▇▇▇ ROCK PRODUCTS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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▇▇▇▇ PAVING, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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SOUTHERN READY MIX, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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DEKALB STONE, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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MULBERRY ROCK CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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BHY READY MIX, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇▇ ▇▇▇▇▇ & SAND, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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MONROC, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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WESTERN AGGREGATES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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ACKNOWLEDGED AND AGREED
as of the date first written above
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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