REGISTRATION RIGHTS AGREEMENT by and among New Enterprise Stone & Lime Co., Inc. and the Guarantors party hereto and Banc of America Securities LLC Dated as of August 18, 2010Registration Rights Agreement • August 29th, 2011 • Gateway Trade Center Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 18, 2010, by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
PURCHASE AGREEMENTPurchase Agreement • August 29th, 2011 • Gateway Trade Center Inc. • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of August 18, 2010 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
LOAN AGREEMENT Dated as of February 1, 2000 by and between BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY and STABLER COMPANIES INC. Relating to Bradford County Industrial Development Authority $4,500,000 Variable Rate Demand/Fixed Rate Revenue...Loan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
THIS TRUST INDENTURE, made and entered into as of February 1, 2000, by and between the Bradford County Industrial Development Authority, a body corporate and politic constituting a public instrumentality of the Commonwealth of Pennsylvania (the “Authority”), existing under the Economic Development Financing Law (Act of August 23, 1967, P.L. 251, 73 P.S. §371 et seq., as amended and supplemented from time to time (the “Act”) and All first Bank, a Maryland State chartered bank duly organized, existing and authorized to accept and execute trusts of the character herein set out, with a corporate trust office located in Harrisburg, Pennsylvania, as trustee (the “Trustee”) and tender agent (the “Tender Agent”).
LEASE AGREEMENTLease Agreement • August 29th, 2011 • Gateway Trade Center Inc.
THIS LEASE AGREEMENT (“Lease) is made and executed this 28th day of February, 2003, but effective as of January 1, 2001 by and between SOUTH WOODBURY LP, a Pennsylvania limited partnership (“Landlord”) and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (“Tenant”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among NEW ENTERPRISE STONE & LIME CO., INC., THE FINANCIAL INSTITUTIONS identified herein as Lenders, and MANUFACTURERS AND TRADERS TRUST COMPANY, as the Issuing Bank, a Lender, the Swing Lender and...Credit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 11, 2008 (as amended, modified, or supplemented from time to time, this “Agreement”), is made by and among MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), individually, as Agent, Co-Lead Arranger, Issuing Bank, Swing Lender and a Lender, NATIONAL CITY BANK (“National City”) as Co-Lead Arranger, Syndication Agent and a Lender, the LENDERS (as defined below), and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Borrower”). M&T and National City, in their capacities as lenders, and any other financial institutions including Funds (as defined below) which may become parties to this Agreement from time to time, are collectively referred to as the “Lenders” and individually as a “Lender.” M&T, when acting in its capacity as administrative agent for the Lenders and the Issuing Bank, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter referred to
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AGREEMENT dated as of the 17th day of July, 2007, by and among STABLER COMPANIES INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania and having its principal place of business in Harrisburg, Pennsylvania (hereinafter referred to as the “Corporation”), PROTECTION SERVICES, INC., a wholly owned subsidiary of the Corporation (hereinafter referred to as “SUB”), and DOUGLAS B. DANKO (hereinafter referred to as “Executive”).
AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 18, 2011 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
INDUSTRIAL SPACE LEASEIndustrial Space Lease • August 29th, 2011 • Gateway Trade Center Inc.
THIS LEASE (“Lease”) is executed on the dates set forth herein, but effective as of May 1, 2006 by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation of 3912 Brumbaugh Road, P. O. Box 77, New Enterprise, PA 16664-0077 (“Landlord”) and Adlee Precast, Inc., a Pennsylvania corporation of 3346 Olivet Road, Saltsburg, PA 15681 (“Tenant”) who hereby mutually covenant and agree as follows, intending to be legally bound:
NEW ENTERPRISE STONE & LIME CO., INC. 3912 Brumbaugh Road New Enterprise, PA 16664Gateway Trade Center Inc. • August 29th, 2011 • Pennsylvania
Pursuant to the terms of this binding letter agreement (this “Agreement”), Adlee Precast, Inc., a Pennsylvania corporation (“Customer”) agrees to purchase certain concrete products described on Exhibit A attached hereto (the “Products”), from New Enterprise Stone & Lime Co., Inc., a Delaware corporation (“NESL”) upon the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement, as supplemented by the terms and conditions of any sales order, invoice or other writing provided by NESL in connection with the purchase and sale of Products and which are not inconsistent with this Agreement, will supersede any and all conflicting terms or conditions of any purchase order, confirmation order, invoice or other writing provided by Customer relating to the purchase and sale of the Products.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AUTHORIZATIONCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AUTHORIZATION dated as of January 22, 2009 (this “Amendment No. 3”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS set forth on the signature pages to this Amendment No. 3.
AMENDMENT NO. 1 TO STOCK RESTRICTION AND MANAGEMENT AGREEMENTStock Restriction and Management Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This is Amendment No. 1 to the Stock Restriction and Management Agreement signed on March 1, 1990 by Paul I. Detwiler, Jr., Donald L. Detwiler and New Enterprise Stone & Lime Co., Inc., made on August 22, 2011.
FORM OF AMENDMENT NO. 1 TO TRANSFEREE STOCK RESTRICTION AGREEMENTTransferee Stock Restriction Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This is Amendment No. 1 to the Transferee Stock Restriction Agreement signed on March 1, 1990, by the individual identified on the Transferee Stockholder Schedule, attached to this Amendment No. 1. (“Transferee Stockholder”) and New Enterprise Stone & Lime Co., Inc., made on August 22, 2011.
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
Fourth Amendment to Loan Agreement, dated May 18, 2011, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Fourth Amendment”).
LOAN AGREEMENT by and between NEW ENTERPRISE STONE & LIME CO., INC. and CITIZENS BANK OF PENNSYLVANIA DATED SEPTEMBER 30, 2009Loan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This Agreement, dated the 30th day of September, 2009, is by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
Second Amendment to Loan Agreement, dated June 23, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Second Amendment”).
CREDIT AGREEMENT PennsylvaniaCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
Borrower: New Enterprise Stone & Lime Co., Inc.; Gateway Trade Center Inc.; Protection Services Inc.; SCI Products Inc.; Work Area Protection Corp.; EII Transport Inc.; Precision Solar Controls Inc.; and ASTI Transportation Systems, Inc.; each a corporation organized under the laws of the State of Delaware, State of Texas, State of Illinois, State of New York, and Commonwealth of Pennsylvania, as applicable.
AMENDMENT NO. 6 TO AND WAIVER OF SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 6 TO AND WAIVER OF SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27,2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
YOUR DEPOSIT ACCOUNT TERMS AND CONDITIONSAgreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AGREEMENT - These terms govern the operation of this account unless varied or supplemented in writing. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so that the singular includes the plural and the plural includes the singular. As used in this form, the words “we,” “our,” or “us” mean the financial institution and the words “you” or “your” mean the account holder(s). This account may not be transferred or assigned without our written consent.
AMENDMENT NO. 4 AND MODIFICATION AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 4 AND MODIFICATION AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of June 18, 2009 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
STOCK RESTRICTION AND MANAGEMENT AGREEMENT AMONG PAUL I. DETWILER, JR., DONALD L. DETWILER AND NEW ENTERPRISE STONE & LIME CO., INC. Dated: March 1, 1990Stock Restriction and Management Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This STOCK RESTRICTION AND MANAGEMENT AGREEMENT dated as of March 1, 1990 is among PAUL I. DETWILER, JR., a resident of the Commonwealth of Pennsylvania , DONALD L. DETWILER, a resident of the Commonwealth of Pennsylvania, and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation.
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
Third Amendment to Loan Agreement, dated July 30, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Third Amendment”).
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
Fifth Amendment to Loan Agreement, dated July 18, 2011, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Fifth Amendment”).
FORM OF TRANSFEREE STOCK RESTRICTION AGREEMENTForm of Transferee Stock Restriction Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
This STOCK RESTRICTION AND MANAGEMENT AGREEMENT dated as of , is among , a resident of , and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation.
AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 18, 2011 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
First Amendment to Loan Agreement, dated May 27, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “First Amendment”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 14,2008 (this “Amendment No. 1”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (“M&T”), and the Lenders (as defined below).
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 23,2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
AMENDMENT NO. 2 AND MODIFICATION TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 2 AND MODIFICATION TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 20,2008 (this “Amendment No. 2”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent, Issuing Bank, Swing Lender and a Lender (the “Agent”), and the other LENDERS set forth on the signature pages to this Amendment No. 2.
AMENDMENT NO. 8 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (First Lien)Credit Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AMENDMENT NO. 8 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 29, 2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 29th, 2011 • Gateway Trade Center Inc. • Pennsylvania
AGREEMENT dated as of the 17th day of July, 2007, by and among STABLER COMPANIES INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania and having its principal place of business in Harrisburg, Pennsylvania (hereinafter referred to as the “Corporation”), and ALBERT S. SCHMIDT, III (hereinafter referred to as “Executive”).
