EXHIBIT 4.2
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT") dated
as of June 5, 1998 is among U.S. AGGREGATES, INC., a Delaware corporation (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, and such other persons or
entities which from time to time become parties hereto as debtors (collectively,
including the Company, the "DEBTORS" and individually each a "DEBTOR") and BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION in its capacity as agent for
the Lenders referred to below (in such capacity, the "AGENT").
W I T N E S S E T H
WHEREAS, the Company has entered into a Third Amended and Restated
Credit Agreement dated as of June 5, 1998 (as amended or otherwise modified from
time to time, the "CREDIT AGREEMENT") by and among the Company, various
financial institutions (collectively the "LENDERS" and individually each a
"LENDER") and the Agent, pursuant to which the Lenders have agreed to make loans
to, and issue or participate in letters of credit for the account of, the
Company;
WHEREAS, the Credit Agreement amends and restates a Second Amended and
Restated Credit Agreement dated as of October 15, 1996 among the Company,
various financial institutions and the Agent (as thereafter amended, the
"EXISTING CREDIT AGREEMENT");
WHEREAS, in connection with the Existing Credit Agreement, certain of
the Debtors entered into a Security Agreement dated as of July 13, 1994, as
heretofore amended (as so amended, the "EXISTING AGREEMENT");
WHEREAS, each of the Debtors (other than the Company) has executed and
delivered a guaranty (as amended or otherwise modified from time to time, the
"GUARANTY") of the obligations of the Company under the Credit Agreement; and
WHEREAS, the obligations of the Company under the Credit Agreement and
the obligations of each other Debtor under the Guaranty are to be secured
pursuant to this Agreement;
NOW, THEREFORE, for and in consideration of any loan, advance or other
financial accommodation heretofore or hereafter made to the Company by the
Lenders or any of them, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Existing Agreement
is hereby amended and restated in its entirety, and the parties hereto agree, as
follows:
1. DEFINITIONS. When used herein, (a) the terms CERTIFICATED SECURITY,
CHATTEL PAPER, COMMODITY ACCOUNT, COMMODITY CONTRACT, DEPOSIT ACCOUNT, DOCUMENT,
EQUIPMENT, FIXTURE, GOODS, INVENTORY, INVESTMENT, INSTRUMENT, INVESTMENT
PROPERTY, SECURITY, SECURITY ENTITLEMENT, SECURITIES ACCOUNT and UNCERTIFICATED
SECURITY shall have the respective meanings assigned to such terms in the
Uniform Commercial Code (as defined below), (b) capitalized terms used but not
defined have the meanings assigned to such terms in the Credit Agreement and (c)
the following terms have the following meanings (such definitions to be
applicable to both the singular and plural forms of such terms):
ACCOUNT DEBTOR means the party who is obligated on or under any Account
Receivable, Contract Right or General Intangible.
ACCOUNT RECEIVABLE means, with respect to any Debtor, any right of such
Debtor to payment for goods sold or leased or for services rendered.
AGENT - see the PREAMBLE.
AGREEMENT - see the PREAMBLE.
ASSIGNEE DEPOSIT ACCOUNT - see SECTION 4.
COLLATERAL means, with respect to any Debtor, all property and rights
of such Debtor in which a security interest is granted hereunder.
COMPANY - see the PREAMBLE.
COMPUTER HARDWARE AND SOFTWARE means, with respect to any Debtor, (i)
all of such Debtor's rights (including rights as licensee and lessee) with
respect to computer and other electronic data processing hardware, whether now
owned or hereafter acquired by such Debtor, including, without limitation, all
integrated computer systems, central processing units, memory units, display
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terminals, printers, features, computer elements, card readers, tape drives,
hard and soft disk drives, cables, electrical supply hardware, generators, power
equalizers, accessories and all peripheral devices and other related computer
hardware; (ii) all of such Debtor's rights (including rights as licensee and
lessee) with respect to software programs, whether now owned or hereafter
acquired by such Debtor, designed for use on the computers and electronic data
processing hardware described in CLAUSE (i) above, including, without
limitation, all operating system software, utilities and application programs in
whatsoever form (source code and object code in magnetic tape, disk or hard copy
format or any other listings whatsoever); (iii) all of such Debtor's rights
(including rights as licensee and lessee) with respect to any firmware
associated with any of the foregoing, whether now owned or hereafter acquired by
such Debtor; and (iv) all of such Debtor's rights (including rights as licensee
and lessee) with respect to documentation for hardware, software and firmware
described in the preceding CLAUSES (i), (ii) and (iii) above, whether now owned
or hereafter acquired by such Debtor, including, without limitation, flow
charts, logic diagrams, manuals, specifications, training materials, charts and
pseudo codes.
CONTRACT RIGHT means, with respect to any Debtor, any right of such
Debtor to payment under a contract for the sale or lease of goods or the
rendering of services, which right is at the time not yet earned by performance.
CREDIT AGREEMENT - see the RECITALS.
DEBTOR - see the PREAMBLE.
DEFAULT means the occurrence of any of the following events: (a) any
Unmatured Event of Default under Section 12.1.1 or 12.1.4 of the Credit
Agreement; (b) any Event of Default; or (c) any warranty of any Debtor herein is
untrue or misleading in any material respect and, as a result thereof, the
Agent's security interest in, or rights and remedies with respect to, any
material portion of the Collateral of such Debtor is impaired or otherwise
adversely affected.
GENERAL INTANGIBLES means, with respect to any Debtor, all of such
Debtor's "general intangibles" as defined in Uniform Commercial Code as in
effect in Illinois on the date hereof and, in any event, includes (without
limitation) all of such Debtor's trademarks, trade names, patents, copyrights,
trade secrets, customer lists, inventions, designs, software programs, mask
works, goodwill, registrations, licenses, franchises, tax refund claims,
guarantee claims, security interests and rights to indemnification.
GUARANTY - see the RECITALS.
INTELLECTUAL PROPERTY means all past, present and future:
trade secrets and other proprietary information; trademarks,
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service marks, business names, designs, logos, indicia, and/or other source
and/or business identifiers and the goodwill of the business relating thereto
and all registrations or applications for registrations which have heretofore
been or may hereafter be issued thereon throughout the world; copyrights
(including, without limitation, copyrights for computer programs) and copyright
registrations or applications for registrations which have heretofore been or
may hereafter be issued throughout the world and all tangible property embodying
the copyrights; unpatented inventions (whether or not patentable); patent
applications and patents; industrial designs, industrial design applications and
registered industrial designs; license agreements related to any of the
foregoing set forth in this definition and income therefrom; books, records,
writings, computer tapes or disks, flow diagrams, specification sheets, source
codes, object codes and other physical manifestations, embodiments or
incorporations of any of the foregoing set forth in this definition; the right
to xxx for all past, present and future infringements of any of the foregoing
set forth in this definition; and all common law and other rights throughout the
world in and to all of the foregoing set forth in this definition.
LENDER - see the recitals.
LIABILITIES means, as to each Debtor, all obligations (monetary or
otherwise) of such Debtor under the Credit Agreement, any Note, the Guaranty,
any other Loan Document or any other document or instrument (including any
Hedging Agreement entered into with any Lender or any affiliate thereof)
executed in connection therewith, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due.
NON-TANGIBLE COLLATERAL means, with respect to any Debtor,
such Debtor's Accounts Receivable, Contract Rights and General
Intangibles.
PERMITTED LIENS - see CLAUSE (i) of SECTION 3.
UNIFORM COMMERCIAL CODE means the Uniform Commercial Code as in effect
in the State of Illinois on the date of this Agreement; provided, however, as
used in SECTION 8 hereof, "Uniform Commercial Code" means the Uniform Commercial
Code as in effect from time to time in the applicable jurisdiction.
2. GRANT OF SECURITY INTEREST. As security for the payment of all
Liabilities, each Debtor hereby mortgages to the Agent for the benefit of the
Lenders, and grants to the Agent for the benefit of the Lenders a continuing
security interest in, the following, whether now or hereafter existing or
acquired:
All of such Debtor's right, title and interest in:
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(i) Accounts Receivable;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect
thereto, including, without limitation, any and all licenses,
options, warranties, service contracts, program services, test
rights, maintenance rights, support rights, improvement
rights, renewal rights and indemnifications, and any
substitutions, replacements, additions or model conversions of
any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) General Intangibles;
(ix) Goods (including, without limitation, all its Equipment,
Fixtures and Inventory), and all accessions, additions,
attachments, improvements, substitutions and replacements
thereto and therefor;
(x) Instruments;
(xi) Intellectual Property;
(xii) money (of every jurisdiction whatsoever);
(xiii) Commodity Accounts, Commodity Contracts, Investment
Property, Security Entitlements and Securities Accounts;
(xiv) Uncertificated Securities; and
(xv) to the extent not included in the foregoing, all other
personal property of any kind or description;
together with all books, records, writings, data bases,
information and other property relating to, used or useful in
connection with, evidencing, embodying, incorporating or
referring to any of the foregoing, and all proceeds, products,
offspring, rents, issues, profits and returns of and from any of
the foregoing; PROVIDED, HOWEVER, that to the extent that the
provisions of any lease or license of Computer Hardware and
Software or Intellectual Property expressly prohibit (which
prohibition is enforceable under applicable law) the grant of a
security interest therein, such Debtor's rights in such lease or
license shall be excluded from the foregoing grant for so long
as such prohibition continues, IT BEING UNDERSTOOD that upon
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request of the Agent, such Debtor will in good faith use
reasonable efforts to obtain consent for the creation of a
security interest in favor of the Agent in such Debtor's rights
under such lease or license.
3. WARRANTIES. Each Debtor warrants that: (i) no financing statement
(other than any which may have been filed on behalf of the Agent or in
connection with security interests or liens expressly permitted by the Credit
Agreement ("PERMITTED LIENS")) covering any of the Collateral is on file in any
public office; (ii) such Debtor is and will be the lawful owner of all of its
Collateral, free of all liens and claims whatsoever, other than the security
interest hereunder and Permitted Liens, with full power and authority to execute
this Agreement and perform such Debtor's obligations hereunder, and to subject
the Collateral to the security interest hereunder; (iii) all information with
respect to Collateral and Account Debtors set forth in any schedule, certificate
or other writing at any time heretofore or hereafter furnished by such Debtor to
the Agent or any Lender, and all other written information heretofore or
hereafter furnished by such Debtor to the Agent or any Lender, is and will be
true and correct in all material respects as of the date furnished; (iv) such
Debtor's chief executive office is as set forth on SCHEDULE I hereto (and such
Debtor has not maintained its chief executive office at any other location at
any time after January 1, 1998); (v) each location where such Debtor maintains a
place of business is set forth on SCHEDULE II hereto; (vi) such Debtor is not
now known and during the five years preceding the date hereof has not previously
been known by any trade name except as previously disclosed to the Agent and the
Lenders in writing prior to the date hereof; (vii) during the five years
preceding the date hereof, such Debtor has not been known by any legal name
different from the one set forth on the signature page of this Agreement except
as previously disclosed to the Lenders in writing prior to the date hereof, nor
has such Debtor been the subject of any merger or other corporate reorganization
except as previously disclosed to the Lenders in writing prior to the date
hereof; (viii) SCHEDULE III hereto contains a complete listing of all of such
Debtor's Intellectual Property which is subject to registration statutes; (ix)
the execution and delivery of this Agreement and the performance by such Debtor
of its obligations hereunder are within such Debtor's corporate or partnership
powers, have been duly authorized by all necessary corporate or partnership
action, have received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any provision of
law or of the organizational documents of such Debtor or of any agreement,
indenture, instrument or other document, or any judgment, order or decree, which
is binding upon such Debtor; (x) this Agreement is a legal, valid and binding
obligation of such Debtor, enforceable in accordance with its terms, except that
the enforceability of this Agreement may be limited by bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other
similar laws now or hereafter
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in effect relating to creditors' rights generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law); and (xi) such Debtor is in compliance with the
requirements of all applicable laws (including, without limitation, the
provisions of the Fair Labor Standards Act), rules, regulations and orders of
every governmental authority, the non-compliance with which would materially
adversely affect any material portion of the Collateral of such Debtor.
4. COLLECTIONS, ETC. Until such time during the existence of a Default
as the Agent shall notify such Debtor of the revocation of such power and
authority, each Debtor (a) may, in the ordinary course of its business, at its
own expense, sell, lease or furnish under contracts of service any of the
Inventory normally held by such Debtor for such purpose, use and consume, in the
ordinary course of its business, any raw materials, work in process or materials
normally held by such Debtor for such purpose, and use, in the ordinary course
of its business (but subject to the terms of the Credit Agreement), the cash
proceeds of Collateral and other money which constitutes Collateral, (b) will,
at its own expense, endeavor to collect, as and when due, all amounts due under
any of the Non-Tangible Collateral, including the taking of such action with
respect to such collection as the Agent may reasonably request or, in the
absence of such request, as such Debtor may deem advisable, and (c) may grant,
in the ordinary course of business, to any party obligated on any of the Non-
Tangible Collateral, any rebate, refund or allowance to which such party may be
lawfully entitled, and may accept, in connection therewith, the return of Goods,
the sale or lease of which shall have given rise to such Non-Tangible
Collateral. The Agent, however, may, at any time that a Default exists, whether
before or after any revocation of such power and authority or the maturity of
any of the Liabilities, notify any parties obligated on any of the Non-Tangible
Collateral to make payment to the Agent of any amounts due or to become due
thereunder and enforce collection of any of the Non-Tangible Collateral by suit
or otherwise and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder or evidenced thereby. Upon request
of the Agent during the existence of a Default, each Debtor will, at its own
expense, notify any parties obligated on any of the Non-Tangible Collateral to
make payment to the Agent of any amounts due or to become due thereunder.
Upon request by the Agent during the existence of a Default, each
Debtor will forthwith, upon receipt, transmit and deliver to the Agent, in the
form received, all cash, checks, drafts and other instruments or writings for
the payment of money (properly endorsed, where required, so that such items may
be collected by the Agent) which may be received by such Debtor at any time in
full or partial payment or otherwise as proceeds of any of the Collateral.
Except as the Agent may otherwise consent in writing, any such items which may
be so received by any Debtor will not be
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commingled with any other of its funds or property, but will be held separate
and apart from its own funds or property and upon express trust for the Agent
until delivery is made to the Agent. Each Debtor will comply with the terms
and conditions of any consent given by the Agent pursuant to the foregoing
sentence.
During the existence of a Default, all items or amounts which are
delivered by any Debtor to the Agent on account of partial or full payment or
otherwise as proceeds of any of the Collateral shall be deposited to the credit
of a deposit account (each an "ASSIGNEE DEPOSIT ACCOUNT") of such Debtor with
the Agent, as security for payment of the Liabilities. No Debtor shall have any
right to withdraw any funds deposited in the applicable Assignee Deposit
Account. The Agent may, from time to time, in its discretion, and shall upon
request of the applicable Debtor made not more than once in any week, apply all
or any of the then balance, representing collected funds, in the Assignee
Deposit Account, toward payment of the Liabilities, whether or not then due, in
such order of application as the Agent may determine, and the Agent may, from
time to time, in its discretion, release all or any of such balance to the
applicable Debtor.
If and to the extent that a perfected security interest hereunder in
any Collateral shall cease to be perfected for any reason whatsoever (including,
without limitation, release of all or any balance in any Assignee Deposit
Account or use or disposition by any Debtor of any proceeds of Collateral), then
such Collateral (referred to in this paragraph as "released Collateral") shall
be deemed thereby released from the security interest hereunder in exchange, as
of the time of such release, for any other Collateral of equivalent value in
which a perfected security interest hereunder is being obtained
contemporaneously or has been most recently obtained, but only to the extent
such other Collateral does not represent either (a) Collateral in exchange for
which any previously released Collateral shall have been deemed released, or (b)
Collateral of equivalent value to any loan or advance (otherwise than by renewal
or extension) from the Lenders to the Company in which Collateral a perfected
security interest hereunder shall have been obtained contemporaneously with or
most recently prior to such loan or advance.
The Agent is authorized to endorse, in the name of the applicable
Debtor, any item, howsoever received by the Agent, representing any payment on
or other proceeds of any of the Collateral.
5. CERTIFICATES, SCHEDULES AND REPORTS. Each Debtor will from time to
time, as the Agent may reasonably request, deliver to the Agent such schedules,
certificates and reports respecting all or any of the Collateral at the time
subject to the security interest hereunder, and the items or amounts received by
such Debtor in full or partial payment of any of the Collateral, as the Agent
may reasonably request. Any such schedule, certificate or
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report shall be executed by a duly authorized officer of such Debtor and
shall be in such form and detail as the Agent may specify. Each Debtor shall
promptly notify the Agent of the occurrence of any event causing any loss or
depreciation in the value of its Inventory or other Goods which is material
to the Company and its Subsidiaries taken as a whole, and such notice shall
specify the amount of such loss or depreciation.
6. AGREEMENTS OF THE DEBTORS. Each Debtor (a) will, upon request of the
Agent, execute such financing statements and other documents (and pay the cost
of filing or recording the same in all public offices reasonably deemed
appropriate by the Agent) and do such other acts and things (including, without
limitation, delivery to the Agent of any Instruments or Certificated Securities
which constitute Collateral), all as the Agent may from time to time reasonably
request, to establish and maintain a valid security interest in the Collateral
(free of all other liens, claims and rights of third parties whatsoever, other
than Permitted Liens) to secure the payment of the Liabilities; (b) will keep
all its Inventory at, and will not maintain any place of business at any
location other than, its address(es) shown on SCHEDULES I and II hereto or at
such other addresses of which such Debtor shall have given the Agent not less
than 10 days' prior written notice; (c) will keep its records concerning the
Non-Tangible Collateral in such a manner as will enable the Agent or its
designees to determine at any time the status of the Non-Tangible Collateral;
(d) will furnish the Agent such information concerning such Debtor, the
Collateral and the Account Debtors as the Agent may from time to time reasonably
request; (e) will permit the Agent and its designees, from time to time, on
reasonable notice and at reasonable times and intervals during normal business
hours (or at any time without notice during the existence of a Default) to
inspect such Debtor's Inventory and other Goods, and to inspect, audit and make
copies of and extracts from all records and all other papers in the possession
of such Debtor pertaining to the Collateral and the Account Debtors, and will,
upon request of the Agent during the existence of a Default, deliver to the
Agent all of such records and papers; (f) will, upon request of the Agent, stamp
on its records concerning the Collateral, and add on all Chattel Paper
constituting a portion of the Collateral, a notation, in form satisfactory to
the Agent, of the security interest of the Agent hereunder; (g) without limiting
the provisions of Section 10.3 of the Credit Agreement, will at all times keep
all its Inventory and other Goods insured under policies maintained with
reputable, financially sound insurance companies against loss, damage, theft and
other risks to such extent as is customarily maintained by companies similarly
situated, and cause all such policies to provide that loss thereunder shall be
payable to the Agent as its interest may appear and such policies or
certificates thereof shall, if the Agent so requests, be deposited with or
furnished to the Agent; (h) will take such actions as are reasonably necessary
to keep its Inventory in good repair and condition, ordinary wear and tear
excepted; (i) will take such
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actions as are reasonably necessary to keep its Equipment in good repair and
condition and in good working or running order, ordinary wear and tear
excepted; (j) subject to Section 9.12 of the Credit Agreement, will promptly
pay when due all license fees, registration fees, taxes, assessments and
other charges which may be levied upon or assessed against the ownership,
operation, possession, maintenance or use of its Equipment and other Goods;
(k) will, upon request of the Agent, (i) cause to be noted on the applicable
certificate, in the event any of its Equipment is covered by a certificate of
title, the security interest of the Agent in the Equipment covered thereby,
and (ii) deliver all such certificates to the Agent or its designees; (l)
will take all steps reasonably necessary to protect, preserve and maintain
all of its rights in the Collateral; (m) will keep all of the tangible
Collateral in the United States; and (n) will reimburse the Agent for all
expenses, including reasonable attorneys' fees and legal expenses, incurred
by the Agent in seeking to collect or enforce any rights in respect of such
Debtor's Collateral.
Any expenses incurred without gross negligence or wilful misconduct on
the part of the Agent in protecting, preserving and maintaining any Collateral
shall be borne by the applicable Debtor. Whenever a Default shall be existing,
the Agent shall have the right to bring suit to enforce any or all of the
Intellectual Property or licenses thereunder, in which event the applicable
Debtor shall at the request of the Agent do any and all lawful acts and execute
any and all proper documents required by the Agent in aid of such enforcement
and such Debtor shall promptly, upon demand, reimburse and indemnify the Agent
for all reasonable costs and expenses incurred by the Agent in the exercise of
its rights under this SECTION 6. Notwithstanding the foregoing, the Agent shall
have no obligations or liabilities regarding any of the Collateral by reason of,
or arising out of, this Agreement.
7. DEFAULT. Whenever a Default shall be existing, the Agent may
exercise from time to time any rights and remedies available to it under
applicable law. Each Debtor agrees, in case of Default, (i) to assemble, at its
expense, all its Inventory and other Goods (other than Fixtures) at a convenient
place or places acceptable to the Agent, and (ii) at the Agent's request, to
execute all such documents and do all such other things which may be necessary
or desirable in order to enable the Agent or its nominee to be registered as
owner of the Intellectual Property with any competent registration authority.
Any notification of intended disposition of any of the Collateral required by
law shall be deemed reasonably and properly given if given at least ten days
before such disposition. Any proceeds of any disposition by the Agent of any of
the Collateral may be applied by the Agent to payment of expenses in connection
with the Collateral, including reasonable attorneys' fees and legal expenses,
and any balance of such proceeds may be applied by the Agent toward the payment
of such of the Liabilities, and in such order of application, as the Agent may
from time to time elect.
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8. GENERAL. The Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any of the Collateral in its possession if it
takes such action for that purpose as any applicable Debtor requests in writing,
but failure of the Agent to comply with any such request shall not of itself be
deemed a failure to exercise reasonable care, and no failure of the Agent to
preserve or protect any rights with respect to such Collateral against prior
parties, or to do any act with respect to the preservation of such Collateral
not so requested by any Debtor, shall be deemed of itself a failure to exercise
reasonable care in the custody or preservation of such Collateral.
Any notice from the Agent to any Debtor, if mailed, shall be deemed
given five days after the date mailed, postage prepaid, addressed to such Debtor
either at such Debtor's address shown on SCHEDULE I hereto or at such other
address as such Debtor shall have specified in writing to the Agent as its
address for notices hereunder.
Each of the Debtors agrees to pay all expenses (including reasonable
attorney's fees and legal expenses) paid or incurred by the Agent or any Lender
in endeavoring to collect the Liabilities of such Debtor, or any part thereof,
and in enforcing this Agreement against such Debtor, and such obligations will
themselves be Liabilities.
No delay on the part of the Agent in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Agent of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.
This Security Agreement shall remain in full force and effect until all
Liabilities have been paid in full and all Commitments have terminated. If at
any time all or any part of any payment theretofore applied by the Agent or any
Lender to any of the Liabilities is or must be rescinded or returned by the
Agent or such Lender for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of any Debtor), such Liabilities
shall, for the purposes of this Agreement, to the extent that such payment is or
must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Agent or such Lender, and this Agreement
shall continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by the Agent or such Lender had not
been made.
This Agreement has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the laws of the State of Illinois
applicable to contracts made and to be entirely performed in the State of
Illinois, subject, however, to the applicability of the Uniform Commercial Code
of any
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jurisdiction in which any Goods of any Debtor may be located at any given
time. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
The rights and privileges of the Agent hereunder shall inure to the
benefit of its successors and assigns.
This Agreement may be executed in any number of counterparts and by the
different parties hereto 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 Agreement. At any time after the date of this
Agreement, one or more additional persons or entities may become parties hereto
by executing and delivering to the Agent a counterpart of this Agreement.
Immediately upon such execution and delivery (and without any further action),
each such additional person or entity will become a party to, and will be bound
by all the terms of, this Agreement.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH DEBTOR HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH DEBTOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, TO THE ADDRESS SET FORTH ON SCHEDULE I HERETO (OR SUCH OTHER ADDRESS AS
IT SHALL HAVE SPECIFIED IN WRITING TO THE AGENT AS ITS ADDRESS FOR NOTICES
HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH
DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF EACH DEBTOR, THE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF)
EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY
OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING
-12-
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.
-13-
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.
U.S. AGGREGATES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
SRM HOLDINGS CORP.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
WESTERN AGGREGATES HOLDING CORP.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
WESTERN ROCK PRODUCTS CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
XXXXXX CONSTRUCTION & DEVELOPMENT,
INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
SANDIA CONSTRUCTION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
-14-
SOUTHERN NEVADA AGGREGATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
TRI-STATE TESTING LABORATORIES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
MOHAVE CONCRETE AND MATERIALS, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
MOHAVE CONCRETE AND MATERIALS, INC.,
an Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
A-BLOCK COMPANY, INC.,
an Arizona corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
A-BLOCK COMPANY, INC.,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: President
---------------------------
-15-
XXX ROCK PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
COX TRANSPORT CORPORATION
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
VALLEY ASPHALT, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
GEODYNE TRANSPORT, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
FALCON RIDGE CONSTRUCTION, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
XXXX PAVING, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
-16-
SOUTHERN READY MIX, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: CEO
---------------------------
DEKALB STONE, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: President
---------------------------
MULBERRY ROCK CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: President
---------------------------
BHY READY MIX, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: President
---------------------------
XXXXXXX XXXXX & SAND, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: President
---------------------------
BIG HORN REDI MIX, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
-00-
XXXXXXXX XXXXXX XXXXXXXX, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
MONROC, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Title:
---------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Agent for the Lenders
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Title: Vice President
---------------------------
-18-
Signature page to the Amended and
Restated Security Agreement dated as of
June 5, 1998, as amended, in favor of
Bank of America National Trust and
Savings Association, individually and as
Agent, and the other Lenders which are
party to the Third Amended and Restated
Credit Agreement referred to herein,
dated as of June 5, 1998, among U.S.
Aggregates, Inc., the Lenders and Bank
of America National Trust and Savings
Association, as Agent
The undersigned is executing a
counterpart hereof for purposes of
becoming a party hereto:
[SUBSIDIARY]
By:___________________________
Its:
-19-
SCHEDULE I
TO SECURITY AGREEMENT
CHIEF EXECUTIVE OFFICE OF ALL DEBTORS
000-0 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
SCHEDULE II
TO SECURITY AGREEMENT
ADDRESSES OF OTHER LOCATIONS
SRM HOLDINGS CORP.
None.
WESTERN AGGREGATES HOLDING CORP.
None.
SOUTHERN READY MIX, INC.
LEASED REAL PROPERTY LESSOR
R/M Plant - Plant I Norfolk Southern Corp.
0000 Xxxxxxx Xxxx Xxxx Xxxxxx and Contract
Xxxxxxxx, XX 00000 Services
(Some parcels are owned) 000 Xxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
R/M Plant - Plant 2 Xx. Xxx Xxxxxxxxxx, Xx.
0000 Xxxx Xxxxx Xxxxx x/x Xxxxxxx Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000 Valley Drive 0000 Xxxxxxx Xxxxxx Xxxxx
(Some parcels are owned) Xxxxxxxxxx, XX 00000
R/M Plant - Plant 5 Xxxxxxx International Corp.
26th Street East P. 0. Xxx 0000
Xxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
R/M Plant - Plant 7 Norfolk Southern Corporation
0000 0xx Xxxxxx Xxxxx Xxxx Xxxxxx and Contract Services
Xxxxxxxx, XX 00000 000 Xxxxxx Xxxxxx, X.X.
(Some parcels are owned) Xxxxxxx, XX 00000
R/M Plant - Plant 9 Western Steel
Rt. I Box 000 Xxx. 0 X. 0. Xxx X
Xxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
R/M Plant - Plant 13 Alabama State Dock Department
000 Xxxxxxxxxx Xxxxx Xxxx X.X. Xxx 0000
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Tarrant Quarry Xxxxxxxx Company
0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx
Xxxxxxx, XX 00000 P. 0. Xxx 0000
Xxxxxx, XX 00000
Calera Quarry Blue Circle, Inc.
000 Xxxxxxx 00 Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000 Suite 1200
Xxxxxxxx, XX 00000
Corporate Office Xxxxxx & Associates
0000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
X'Xxxx Quarry Chemical Lime Company
0000 Xxx 00 X.X. Xxx 000
Xxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxx
OWNED REAL PROPERTY
R/M Plant - Plant 4
000 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
R/M Plant - Plant 6
0000 Xxx. 000 Xxxx
Xxxxxxxxxx, XX 00000
R/M Plant and Xxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
R/M Plant, Block Plant & Office
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
R/M Plant and Xxxxxx
00xx Xxxxxx X.X.
Xxxxxxxxx, XX 00000
R/M Plant, Block Plant & Office
30th and Wilmer
Xxxxxxxx, XX 00000
R/M Plant
Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
R/M Plant
000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
R/M Plant
00000 Xxx. 00 Xxxxx
Xxxxxxxxx, XX 00000
Block and Paver Plant
#0 Xxxxxxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Xxxxx Quarry
00000 Xxxx Xxxx Xxxx
Xxxxx, X: 35490
(Some parcels leased)
Alabaster Quarry
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxx Key Condominium
Unit 514
00000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, Xx 00000
DEKALB STONE, INC.
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY LESSOR
DeKalb Quarry Xxxxxxx Mountain, Inc.
0000 Xxxxx Xxxxxxx Xxxx 000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000 Suite A
Xxxxxxx, XX 00000
MULBERRY ROCK CORPORATION
OWNED REAL PROPERTY
Mulberry Quarry
0000 Xxxxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
LEASED REAL PROPERTY
None.
BHY READY MIX, INC.
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY LESSOR
R/M Plant BHY Concrete Finishing, Inc.
0000 Xxxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxxx, XX 00000 P. 0. Xxx 0000
Xxxxxxxxxxx, XX 00000
XXXXXXX XXXXX & SAND, INC.
OWNED REAL PROPERTY
Cleveland Quarry
000 Xxxx Xxxxxxx Xxxx, XX
Xxxxxxxxx, XX 00000
LEASED REAL PROPERTY LESSOR
Jasper Quarry Xxx X. Xxxxx, III & Xxxxxxx Xxxx
0000 Xxx. 000 P. 0. Xxx 000
Xxxxxxxxxx, XX 00000 Xxxxx Xxxx, XX 00000
Xxxxx Xxxxxxxxx Quarry Xxxxxxxxx X. Xxxxx
000 Xxxxxx Xxxxx Xx 000 Xxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, XX 00000 Xxxxx Xxxxxxxxx, XX 00000
Xxxxxxxx, Xxxxxx & Xxxxx
000 Xxxxxxxxxx Xx
Xxxxxx, XX 00000
WESTERN ROCK PRODUCTS CORP.
OWNED REAL PROPERTY
Mesquite Pit Property
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxx Pit Property
Mohave County
Xxxxxxxxxxx, XX 00000
Panguitch Pit Property
Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Parowan Pit Property
Iron County
Xxxxxxx, XX 00000
Xxxxx Pit Property
Xxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Cedar Pit and Yard Property
0000 Xxxxx Xxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Xxxxxxxx Pit Property
Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Ft. Xxxxxx Pit Property
Xxxxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxxx 00000
St. Xxxxxx Yard Property
820 North 0000 Xxxx
Xx. Xxxxxx, Xxxx 00000
A-T Xxxxxxx Xxxx Xxxxxxxx
Xxxxxxxxxx Xxxxxx
Xx. Xxxxxx, Xxxx 00000
LEASED REAL PROPERTY
Western Rock Products Corp. leases property located along Highway 91 on the
Shivwit Band of Paiute Indians tribal land from Southwest Stone.
XXXXXX CONSTRUCTION & DEVELOPMENT, INC.
OWNED REAL PROPERTY
None
LEASED REAL PROPERTY
None
SANDIA CONSTRUCTION, INC.
OWNED REAL PROPERTY
None
LEASED REAL PROPERTY
None
SOUTHERN NEVADA AGGREGATES, INC.
OWNED REAL PROPERTY
None
LEASED REAL PROPERTY
Southern Nevada Aggregates, Inc. leases property located in Township 20 South,
Range 64 East, M.D.M. Section 8, SW 1/4, All of Section 17, and Section 00 XX
0/0 , X 0/0, XX 0/0 from Pacific Coast Building Products. The lease expires on
March 6, 2002 with an option to renew for an additional 5 years.
TRI-STATE TESTING LABORATORIES, INC.
OWNED REAL PROPERTY
Ence Yard Property
000 Xxxxx 0000 Xxxx
Xx. Xxxxxx, XX 00000
LEASED REAL PROPERTY
Tri-State Testing Laboratories, Inc. leases approximately 1 acre located in
Spanish Fork, Utah from the Xxxxxxx Family LLC. The lease will expire on
January 1, 2002.
MOHAVE CONCRETE AND MATERIALS, INC. (NEVADA)
OWNED REAL PROPERTY
None
LEASED REAL PROPERTY
-6-
None
MOHAVE CONCRETE AND MATERIALS, INC. (ARIZONA)
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY
Mohave Concrete and Materials, Inc. (Arizona) leases the 88-acre property
located at 0000 Xxxx Xxxxx Xxxxxxx 00, Xxxxxxx, XX 00000 from Xxxxxx Xxxxxxxx.
Mohave Concrete and Materials, Inc. has a right of first refusal from Xx.
Xxxxxxxx with respect to this property.
Mohave Concrete and Materials, Inc. (Arizona) and A-Block Company, Inc.
(Arizona) lease the property located at 4502 Highway 95 North, Lake Havasu City,
Mohave County, Arizona from the State of Arizona. Mohave Concrete and
Materials, Inc. is also a party to a Material Sales Agreement with the State of
Arizona State Land Department and a Special Land Use Permit with the State of
Arizona on sites located at 0000 Xxxxxxx 00 Xxxxx, Xxxx Xxxxxx Xxxx, Xxxxxx
Xxxxxx, Arizona.
Mohave Concrete and Materials, Inc. (Arizona) is party to a Sand and Gravel
Permit with the Fort Mojave Indian Tribe Corporate Charter on the site known as
Mohave Concrete #2 at Mohave Valley, Arizona.
A-BLOCK COMPANY, INC. (ARIZONA)
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY
None.
A-BLOCK COMPANY, INC. (CALIFORNIA)
OWNED REAL PROPERTY
Block Plant Property
I Ice House Road
Needles, San Berndino County, CA
LEASED REAL PROPERTY
None.
XXX ROCK PRODUCTS, INC.
OWNED PROPERTY
CENTERFIELD CRUSHER & HOT PLANT:
Beginning 000 Xxxx 000 Xxxxx
Xxxxxxxxxxx, XX 00000
1. S10304
2. S-3319
-7-
3. S-3361
4. S-10115
5. S-10176
6. 3351
7. S-3362
8. S-10115X
9. 10186
10. 10098X
11. SA-9800986
12. XX-0000000
XXXXXXXXXXX XXXXXXXX XXXXX XXXXX:
000 Xxxx 000 Xxxxx
Xxxxxxxxxxx, XX 00000
1. 10187
CENTERFIELD SPEARMINT COAL SITE:
000 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
1. S-3364
2. S-10304X
3. S-10313
4. S-10264
5. S-3368X1
MT. PLEASANT CONCRETE BATCH PLANT:
000 Xxxxx 000 Xxxx
Xx. Xxxxxxxx, XX 00000
1. S-16555X1
2. S- 16553
3. S-16554
4. S-10264X
AURORA CONCRETE BATCH PLANT:
0000 Xxxxx Xxx Xxxxxxx 00
Xxxxxx, XX 00000
1. 4-87-11
ELSINORE CRUSHER & HOT PLANT:
0000 Xxxxx 0000 Xxxx
Xxxxxxxx, XX 00000
1. 5-20-54
2. 5-20-41
3. 5-20-38
4. 4-87-11
5. 5-20-42
6. 0-00-00
XXXXXXXXXX XXXXXXXX XXXXX PLANT:
Xxxxx Xxxxxxx #00
Xxxxxxxxxx, XX 00000
-8-
1. 1-180-19
2. 1-180-12
CENTERFIELD MAIN OFFICE:
000 Xxxx 000 Xxxxx
Xxxxxxxxxxx, XX 00000
1. S-3318
2. S-3363X
3. 3368X2
4. 10190
5. 10192
6. S-10193
7. S-3363
8. S-10189
LEASED PROPERTY
Overlook Point Apartments
4605 South 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Unit # 255
COX TRANSPORT CORPORATION
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY
None.
VALLEY ASPHALT, INC.
OWNED REAL PROPERTY
Main Office: Xxxxxx Yard, II 00 Xxxxx Xxx Xxxxx Xxxx XX Xxx 000, Xxxxxxx Xxxx,
XX 00000
Circle K Pit: (Wellington Pit), 0000 Xxx. 0, Xxxxxxxxxx, XX, Xxxxxx Xxxxxx
00000
Gomex Pit: 0000 X. Xxx. 0, Xxxxxxx Xxxx, XX, Xxxx Xxxxxx
Additional 22 acres purchased 1/98
Jorgansen Pit: Wellington, UT, Carbon County
Salem Pit: 000 X. 00000 X., Xxxxx XX, Xxxx Xxxxxx
Siaperas Pit: 1/4 Miles off Route 6, Wellington, UT, Carbon County
Wintedon Pit: (Red Sand), E. of I- 1 5 (South West of Nephi), Nephi-West UT,
Juab County
Xxxxxxx Pit: Mouth of Leamington Pass Canyon, Leamington, UT, Xxxxxxx County
Previously Leased, purchased 1/98
-9-
LEASED REAL PROPERTY
LESSOR ADDRESS DATE OF LEASE COUNTY
------ ------- ------------- ------
Perry, Xxxxxxx Xxxxxx, UT October 5. 1994 Sanpete
Xxxx & Xxxx
Xxxxxxxxxxx
Xxxxxxx 00000 S. June 19,1996 Utah
Xxxxx X. Xxxxxxx 13556 W.,
& Xxxxx X. Xxxxxxx Xxxxxxx, UT
Nile & Xxxxxxx 0000 X. Xxxx January 16,1995 Wasatch
Xxxxxx Canyon
Wallsburg, UT
Xxxxxx X. Xxxx 000 X. 0000 X. March 12,1992 Utah
Family Partnership Spanish Fork, UT
XxXxx & Xxxxxxx Nephi, UT August 25, 1994 Sanpete
Xxxxxxxx
LAVA BENCH Fillmore, UT September 21, 1981 Juab
The State of Utah
through the Board
of State Lands &
Division of State
Lands, Dept. of
Natural Resources
NEPHI I-15 Interchange February 15, 0000 Xxxx
Xxxxxxx Xxxx Xxxxx Xxxxx/Xxxxx XX
Company, Inc.
SANTAQUIN 13419 S. 4500 W. June 19,1996 Utah
Xxxxx X. Xxxxxxx State
and Xxxxx X. Xxxxxxx Santaquin, UT
Xxxxxx X. & Xxxxx 1/2 mile off Airport January 1, 0000 Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx, XX
Xxxxxx Xxxxx Xxxx 000 X. 00000 Xxxxxxxx 11, 0000 Xxxx
Xxxxx, XX
Xxxx Rock 2 Miles West of September 4, 0000 Xxxx
Xxxxxxxx Xxxxxxx Xxxx
Xxxx, XX
Xxxxx X. Xxxxx Family East Hwy. 6 December 1, 0000 Xxxx
Xxxxx Xxxxxx, XX
GEODYNE TRANSPORT, INC.
OWNED REAL PROPERTY
None.
-10-
LEASED REAL PROPERTY
0000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Lessor: A.C. Financial
0000 X. Xxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
FALCON RIDGE CONSTRUCTION, INC.
LEASED REAL PROPERTY
None.
OWNED REAL PROPERTY
18-Acre and 30-Acre Quarries located at
0000 X. Xxxxxxx Xxxx
Xxxx Xxxx Xxxx, XX 00000
XXXX PAVING, INC.
OWNED PROPERTY
None.
LEASED PROPERTY
Office/Shop Building
000 Xxxxx 000 Xxxx
Xxxxxxxxxx, XX 00000
U.S. AGGREGATES, INC.
OWNED REAL PROPERTY
None.
LEASED REAL PROPERTY
000-0 Xxxxxxx Xxx
Xxxxxxx, XX 00000
Lessor: Xxxxxxxx-Xxxx Properties
Xxxxxxx, XX 00000
000 X. Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Lessor: Glenborough Properties, L.P.
000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx #000
Xxx Xxxxx, XX 00000
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Lessor: CSL Colonnade
0000 Xxxxxxxxx Xxxxxxx, #000
Xxxxxxxxxx, XX 00000
-00-
Xxx X. Xxxx, Xxxxx 0
Xxxxx, XX 00000
Lessor: Zions First National Bank of Manti
0 Xxxxx Xxxxx
Xxxxx, XX 00000
MONROC, INC.
OWNED REAL PROPERTY
X. XXXX STREET PROPERTY
0000 Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
X. XXXXXX PROPERTY
00 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxx
C. POINT OF THE MOUNTAIN, DRAPER PROPERTY
00000 Xxxxx 000 Xxxx
Xxxxxx, Xxxx 00000
D. PARK CITY PROPERTY
0000 Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxx 00000
X. XXXXX CITY PROPERTY
000 X. 00xx Xxxx
Xxxxx Xxxx, Xxxx 00000
X. XXXXXX PROPERTY
0000 X. 0000 X.
Xxxxxx, Xxxx 00000
X. XXXXX RIVER PROPERTY
property located in Grand County, Utah with the following legal
description:
Beginning 729.3 feet North and 488.9 feet West of the Southeast corner of
Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 16 East, Salt Lake Meridian, thence
West 1032.8 feet, thence Notrh 1198.3 feet, thence West 585 feet, thence
South 1114.6 feet, thence South 18DEG. 26' East 395.3 feet, thence South
65DEG. 46' East 153.5 feet, thence East 1450.5 feet to the West right of
way of the County Road, thence North 15DEG. 24' West along said right of
way 367.5 feet to beginning.
X. XXXXX CANYON PROPERTY
Xxxxxxx 00 X-00
Xxxxx, Xxxx
I. POCATELLO PLANT
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxx 00000
J. POCATELLO PIT
Siphon Rd.
Pocatello, Idaho
-12-
K. IDAHO FALLS PROPERTY
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxx, Xxxxx 00000
L. BOISE PROPERTY
0000 Xxxx Xxxxx
Xxxxx, Xxxxx 00000
M. TWIN FALLS PROPERTY
Xxxxxxx Xxxx Xxxx
Xxxx Xxxxx, Xxxxx 00000
X. XXXXXXX PROPERTY
Xxxxxxx & 'G' Street
Xxxxxxx, Xxxxx 00000
X. XXXXXXX PROPERTY
000 Xx. Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
P. BLACKFOOT PROPERTY
0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxx 00000
X. XXXXXXXXX, IDAHO PROPERTY
300 acres of farmland located in Canyon County, Idaho
LEASED REAL PROPERTY
X. XXXXXXX PIT 1
0000 Xxxxx Xxxxxxx 000
Xxxxx, Xxxx 00000
Lessor: LLK Properties
BACCHUS PIT 2
0000 Xxxxx Xxxxxxx 000
Xxxxx, Xxxx 00000
Lessor: Xxxxxxx Family
B. BELLEVUE PLANT
Xxxxxxxx, Xxxxx 00000
Lessor: Xxxxxx Sand & Gravel (no cost)
C. XXXXXXXXXX XXX
Xxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Lessor: Xxxx Family
X. XXXXXX PLANT
000 Xxxx 0xx Xx.
Xxxxxx, Xxxxx 00000
Lessor: Magic Valley Sand & Gravel (no lease cost as long as Monroc buys
aggregates from them) Not a lease for land
-13-
BIG HORN REDI MIX, INC.
OWNED REAL PROPERTY
CODY PROPERTY
00000 Xxxxx 000 Xxxx
Xxxx, Xxxxxxx 00000
GREYBULL PROPERTY
000 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
WORLAND PROPERTY
000 Xxxx Xxx Xxxx Xxx.
Xxxxxxx, Xxxxxxx 00000
XXXXXX PROPERTY
000 X. Xxxxxxx
Xxxxxx, Xxxxxxx 00000
LEASED REAL PROPERTY
POWELL BATCH PLANT
000 X. Xxxxx
Xxxxxx, Xxxxxxx
Lessor: Burlington Northern Railroad
CODY PIT
Cody, Wyoming
Lessor: State of Wyoming
WORLAND PIT
Worland, Wyoming
Lessor: Bureau of Land Management
POWELL STORAGE YARD
Powell, Wyoming
Lessor: Burlington Northern Railroad
TREASURE VALLEY CONCRETE, INC.
OWNED REAL PROPERTY
Amity Land
000 X. Xxxxx
Xxxxx, Xxxxx
NAMPA BATCH PLANT
0000 Xxxxxxxxxxx Xxxx
Xxxxx, Xxxxx 00000
LEASED PROPERTY
AMITY PIT
-14-
0000 X. Xxxxx
Xxxxx, Xxxxx
Lessor: Xxxxxx Construction
-15-
SCHEDULE III
TO SECURITY AGREEMENT
PATENTS
PATENT PATENT/SERIAL NO. COUNTRY CO. NAME HELD IN ISSUE DATE
Mobile Ramp for 5,297,914 U.S.A. Xxx Rock March 29, 1994
Unloading Trucks Products Inc.
TRADEMARKS
TRADEMARK NAME REGISTRATION/SERIAL NO. COUNTRY CO. NAME HELD IN ISSUE DATE
COPYRIGHTS
COPYRIGHT NAME COUNTRY CO. NAME HELD IN ISSUE DATE
