Paul E. Johnson Officer

Exhibit 10.2(a)

Xxxx X. Xxxxxxx

Officer

000-000-0000

FAX: 000-000-0000

pjohnson@bokfcom

Xx. Xxxxx Xxx

Chief Financial Officer

The Monarch Cement Company

000 0000 Xxxxxx

Xxxxxxxx, XX 00000

RE: Amended and Restated Credit Agreement dated February 3, 2012 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") (the "Loan Agreement").

Dear Xxxxxx:

Bank of Oklahoma, N.A. ("Lender") agrees to waive Section 5.07(d) of the Loan Agreement to permit the Borrower to accelerate up to $1,000,000 of its 2013 cash dividends and pay such amount in December of 2012 in addition to other dividends permitted therein.

Unless otherwise specified herein, all other terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect.

LENDER:

Bank of Oklahoma, N.A.

By:  /s/ Xxxx X. Xxxxxxx

Xxxx X. Xxxxxxx

Officer

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