SEVENTH AMENDMENT


     THIS SEVENTH  AMENDMENT  dated as of May __, 2001 (this  "Amendment") is to
the Third  Amended  and  Restated  Credit  Agreement  (as  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., 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.
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     Effective  on (and  subject to the  occurrence  of) the  Seventh  Amendment
Effective Date (as defined below):

     1.1 Section 1.1 of the Credit  Agreement  shall be amended by inserting the
following definitions, each in its appropriate alphabetical position:

          Drawdown  Amount  has the  meaning  assigned  thereto  in the  Seventh
     Amendment Supplement.

          Drawdown  Date  has  the  meaning  assigned  thereto  in  the  Seventh
     Amendment Supplement.

          Proposed  Purchaser means a purchaser with respect to the Southeastern
     Assets Sale that has been separately identified by the Company to the Agent
     and the Lenders prior to the Seventh Amendment Effective Date or such other
     purchaser as shall be  reasonably  acceptable to the Agent and the Required
     Lenders.

          Required  Term C  Lenders  means,  at any  time,  (i) for any  waiver,
     amendment or  modification  to the  definition  of "Term C Loan  Commitment
     Termination  Event",  Term  C  Lenders  having  an  aggregate  Term  C Loan
     Percentage  of 66-2/3% or more and (ii) in all other  cases, Term C Lenders
     having an aggregate Term C Loan Percentage of 51% or more.

          Seventh  Amendment   Effective  Date  means  the  "Seventh   Amendment
     Effective Date" as defined in the Seventh Amendment to this Agreement dated
     as of May __, 2001.

          Seventh Amendment  Supplement means the supplemental  letter agreement
     between the Company and the Agent dated as of May __,  2001,  delivered  in
     connection with the Seventh Amendment hereto dated as of May __, 2001.

          Southeastern Assets Sale means the sale of the businesses conducted by
     SRM  Aggregates,  Inc.  and  its  Subsidiaries,  whether  to  the  Proposed
     Purchaser or otherwise.

          Term  C  Lender  means,  at  any  time,  a  Lender  with a Term C Loan
     Commitment at such time or which then holds any Term C Loan.

          Term C Loan - see Section 2.1.4.

          Term C Loan Commitment means, as to any Lender, the commitment of such
     Lender to make a Term C Loan pursuant to Section 2.1.4.  The maximum amount
     of each Lender's Term C Loan Commitment is set forth opposite such Lender's
     signature to the Seventh  Amendment  hereto dated as of May __, 2001 in its
     capacity  as a Term C  Lender.  The  aggregate  amount  of the  Term C Loan
     Commitments is $6,000,000.

          Term C Loan  Commitment  Termination  Event shall have the meaning set
     forth in the Seventh Amendment Supplement.

          Term C Loan Percentage  means, as to any Lender,  the percentage which
     (a) the Term C Loan Commitment of such Lender plus the principal  amount of
     such  Lender's  Term C Loans is of (b) the  aggregate  amount of the Term C
     Loan Commitments plus the aggregate principal amount of all Term C Loans.

     1.2 The following  definitions in Section 1.1 of the Credit Agreement shall
be amended and restated in their entireties to read as follows:

          Facility means each of (a) the Revolving Commitments and the Revolving
     Loans made thereunder, (b) the Term A Loan Commitments and the Term A Loans
     made thereunder,  (c) the Term B Loan Commitments and the Term B Loans made
     thereunder  and (d) the Term C Loan  Commitments  and the Term C Loans made
     thereunder.

          Percentage  means  a  Revolving  Loan   Percentage,   a  Term  A  Loan
     Percentage,  a Term B Loan Percentage or a Term C Loan  Percentage,  as the
     context may require.

          Term  Loans  means  the Term A Loans,  the Term B Loans and the Term C
     Loans.

          Total Percentage means, as to any Lender, the percentage which (a) the
     Commitments of such Lender plus the unpaid  principal  amount of the Term A
     Loans,  Term B Loans  and  Term C Loans of such  Lender  (plus,  after  the
     termination of the Revolving  Commitments,  the sum of the unpaid principal
     amount of the  Revolving  Loans of such Lender plus the  participations  of
     such Lender in all Letters of Credit) is of (b) the sum of the  Commitments
     of all Lenders plus the unpaid  principal  amount of all Term A Loans,  all
     Term B Loans  and all Term C Loans  (plus,  after  the  termination  of the
     Revolving  Commitments,  the  sum of the  unpaid  principal  amount  of all
     Revolving Loans plus the Stated Amount of all Letters of Credit).

     1.3 The following Section 2.1.4 shall be added to the Credit Agreement:

          2.1.4 Term C Loan  Commitments.  Each Term C Lender agrees to make one
     or more term loans to the  Company  (each such loan,  a "Term C Loan") from
     time to time  from  the  Seventh  Amendment  Effective  Date to the  Term C
     Termination  Date on the  Drawdown  Dates  set  forth  below in such Term C
     Lender's  Term C Loan  Percentage  of the  Drawdown  Amount set forth below
     applicable to such Drawdown  Dates,  in the manner set forth in the Seventh
     Amendment  Supplement.  Notwithstanding  anything to the contrary set forth
     above,  the  Company  may not  borrow  any  Term C  Loans  if a Term C Loan
     Commitment  Termination Event has occurred. On each Drawdown Date, the Term
     C Loan  Commitments  to make  Term C Loans on such  date  shall be  reduced
     concurrently  with the making of the Term C Loans on such  Drawdown Date in
     the amounts of such Term C Loans made.  Amounts  repaid with respect to the
     Term C Loans may not be  reborrowed.  Notwithstanding  the last sentence of
     Section 2.3,  borrowings of Term C Loans may be made in minimum  amounts of
     $500,000 or higher integral multiples of $50,000.

     1.4  Section  2.2 of the  Credit  Agreement  shall be amended by adding the
parenthetical  phrase "(other than Term C Loans)" after the words "Term Loan" in
the first sentence thereof.

     1.5 Section 3.1 of the Credit  Agreement  shall be amended by (i) inserting
the parenthetical  phrase "(other than on Term C Loans)"  immediately  following
the words "Capitalized  Interest" the first and third times such words appear in
clause (d) of such Section, and (ii) adding the following clause (e):

          (e) Each Term C Loan (and all  Capitalized  Interest and other amounts
     owing with  respect  thereto) of such  Lender  shall be paid in full on the
     earliest to occur of (x) July 31, 2001, (y) the closing of the Southeastern
     Assets Sale and (z) a Term C Loan Commitment Termination Event.

and (iii) adding the following sentence after clause (e) and at the end of the
Section: "Consistent with (but not in limitation of) the provisions of this
Section 3.1, the Note of each Term C Lender shall also evidence such Lender's
Term C Loans."

     1.6  Section  4.1 of the  Credit  Agreement  shall be amended by adding the
following  as  the  last  sentence  thereof:  "Notwithstanding  anything  to the
contrary  herein,  each Term C Loan shall bear  interest  from and including the
date of such Loan to but  excluding the date such Loan is paid in full at a rate
per annum  equal to the  Alternate  Base Rate plus 7% (subject to the proviso to
the immediately preceding sentence)."

     1.7 Section 4.2 of the Credit  Agreement  shall be amended and  restated in
its entirety to read as follows:

          4.2  Interest  Payment  Dates;  Capitalization  of  Interest.  Accrued
     interest on each ABR Loan shall be payable on the last Business Day of each
     calendar month and at maturity,  commencing with the first of such dates to
     occur after the date of such Loan. Accrued interest on each Eurodollar Loan
     shall be payable on the last day of each Interest  Period  relating to such
     Loan and at maturity.  After maturity,  accrued interest on all Loans shall
     be payable on demand.  During the period from the Sixth Amendment Effective
     Date through and  including  March 31, 2002,  all interest due on the Loans
     (other than Term C Loans) payable at any time at a rate in excess of (i) in
     the case of ABR  Loans,  the  Alternate  Base Rate plus 3.00% per annum and
     (ii)  in the  case  of  Eurodollar  Loans,  the  Eurodollar  Rate  (Reserve
     Adjusted) plus 4.00% per annum shall be capitalized and added to the unpaid
     principal  amount thereof on the date such payment is due. All  capitalized
     interest referred to in the immediately  preceding  sentence is referred to
     herein as "Capitalized Interest".  Capitalized Interest shall be earned and
     become a binding obligation of the Company as it accrues.

     1.8  Section 5 of the  Credit  Agreement  shall be  amended  by adding  the
following Section 5.6 thereto:

          5.6 Success Fee.  The Company  shall be obligated to pay to the Term C
     Lenders  a fee of  $1,000,000  to be  allocated  ratably  among  the Term C
     Lenders  in  accordance  with their Term C  Percentages,  payable  upon the
     closing of the Southeastern Asset Sale.

     1.9 Section 6.1.1 of the Credit  Agreement  shall be amended to read in its
entirety as follows:

          6.1.1  Mandatory  Reduction  of  Revolving   Commitments.   Except  as
     otherwise  expressly  provided  in  Section  6.2.1  hereof,  the  Revolving
     Commitments  shall  be  permanently  reduced  in an  amount  equal  to  the
     Designated  Proceeds  of any  Mandatory  Prepayment  Event  applied  to the
     Revolving Loans in accordance with Section 6.2.1.

     1.10 Section 6.1.2 of the Credit Agreement shall be amended by (i) deleting
the word  "Revolving"  from the  caption  to such  Section  and (ii)  adding the
following two  sentences at the end of such Section:  "The Company may from time
to time on at least three Business  Days' prior written  notice  received by the
Agent  (which  shall  promptly  advise each Term C Lender  thereof)  permanently
reduce the amount of the Term C Commitments. The Company may at any time on like
notice terminate the Term C Commitments."

     1.11 Section 6.1.3 of the Credit  Agreement  shall be amended by adding the
following  as the last  sentence  thereof:  "All  reductions  of the Term C Loan
Commitments  shall  be pro rata  among  the Term C  Lenders  according  to their
respective Term C Percentages."

     1.12  Section  6.2.1(a)  of the  Credit  Agreement  shall be amended by (i)
deleting  the phrase ", after the Term Loans have been paid in full," where they
appear  in the  first  paragraph  of such  Section  and (ii)  deleting  the last
paragraph of such section and inserting the following paragraph in lieu thereof

          All  Designated  Proceeds  of  Mandatory  Prepayment  Events  shall be
     applied  to the Loans as  follows:  first to pay the fees,  if any,  of the
     Lenders  that are due and  owing as a result of such  Mandatory  Prepayment
     Event under Section 5.6 and under Section 3 of the Seventh Amendment hereto
     dated  as of May __,  2001 and  other  fees and  expenses  of the  Agent in
     connection with such Mandatory Prepayment Event, second to the Term C Loans
     and third pro rata to the Term A Loans,  Term B Loans and  Revolving  Loans
     (with a concurrent reduction in the Revolving  Commitments to the extent of
     the  Revolving  Loans  so  prepaid),  with  application  to  the  remaining
     installments  of each of the  Term A Loans  and  Term B Loans on a pro rata
     basis (provided,  that in connection with the Southeastern Assets Sale, the
     Company,  the Agent and the  Required  Revolving  Lenders  may agree that a
     portion of the  application  of the Net Cash  Proceeds of the  Southeastern
     Assets  Sale to the  Revolving  Loans  shall  not  permanently  reduce  the
     Revolving  Commitments);  provided  that,  in the  case  of  any  Mandatory
     Prepayment  Event  described  in  clause  (i),  (ii) or  (iii)  above,  the
     Designated  Proceeds of such  Mandatory  Prepayment  Event shall be applied
     (after  application  to the Term C Loans as aforesaid)  first to prepay the
     Revolving Loans (with a concurrent  reduction in the Revolving  Commitments
     to the extent of the Revolving Loans so prepaid) and/or Cash  Collateralize
     the outstanding  Letters of Credit (and the Revolving  Commitments shall be
     concurrently reduced to the extent of such Cash  Collateralization)  to the
     extent  necessary to eliminate any Borrowing Base Shortfall  caused by such
     Mandatory  Prepayment  Event (and,  after such  application,  the remaining
     Designated Proceeds shall be applied as set forth in this sentence).

     1.13  Section 7.2 of the Credit  Agreement  shall be amended to read in its
entirety as follows:

          7.2 Application of Certain  Payments.  Each payment of principal,  and
     all proceeds of any collateral  securing the Loans, shall be applied (i) to
     the extent any Term C Loan is unpaid, first, to the repayment of the Term C
     Loans and (ii) after the  application  in clause (i)  above,  as  otherwise
     required by this  Agreement or, to the extent not required to be applied to
     any particular  Loans, to such Loans as the Company shall direct by written
     notice to be  received  by the Agent on or before the date of such  payment
     or, in the  absence of such  notice,  as the Agent shall  determine  in its
     reasonable  discretion.  Concurrently with each remittance to any Lender of
     its share of any such payment, the Agent shall advise such Lender as to the
     application  of  such  payment.   Consistent   with  the   foregoing,   and
     notwithstanding any other provision of this Agreement to the contrary,  the
     Term C Loans (including,  without limitation, any interest accruing thereon
     and any fees relating thereto,  including interest accruing or fees arising
     after  the  commencement  of any  Insolvency  Proceeding),  as a matter  of
     complete contractual subordination,  shall be senior in priority of payment
     to all other Loans or other obligations  under this Agreement,  whether any
     such  payment  (regardless  of its source)  shall occur before or after the
     commencement   of  (or  otherwise  in  conjunction   with)  any  Insolvency
     Proceeding.

     1.14  Section  10.7 of the Credit  Agreement  shall be amended by  deleting
clause (vi) of such Section and inserting the following in lieu thereof:

          (vi) any other Asset Sale  (including the stock of any  Subsidiary) so
          long as (a) at least  100% of the  proceeds  of such Asset Sale are in
          cash,  (b) the  aggregate  Net Cash Proceeds from all such Asset Sales
          during the term of this  Agreement do not exceed the Maximum  Proceeds
          Amount  (provided  that if the Net Cash  Proceeds of the  Southeastern
          Assets Sale are at least $100,000,000,  and all such Net Cash Proceeds
          are applied to the Loans as set forth in Section 6.2.1,  such Net Cash
          Proceeds  shall be  disregarded  for purposes of this clause (b)), (c)
          the Company or the applicable Subsidiary receives consideration at the
          time of such Asset Sale at least equal to the fair market value of the
          assets sold or otherwise  disposed of (in each case as  determined  in
          good faith by the Company's  Board of Directors)  and (d) the proceeds
          thereof are applied as provided in Section 6.2.1

     1.15  Section  10 of the  Credit  Agreement  shall be amended by adding the
following Section 10.32 thereto:

          10.32 Business Plan for Western Assets.  On or prior to June 15, 2001,
     and weekly  thereafter,  the  Company  shall  deliver to the Agent and each
     Lender a 26 week rolling preliminary cash flow budget for the operations of
     the  assets  owned  by  Western  Aggregates  Holding  Corporation  and  its
     Subsidiaries  (with the first 13 weeks of such budget on a weekly basis and
     the second 13 weeks on a monthly basis).  On or prior to June 30, 2001, the
     Company  shall deliver to the Agent and each Lender a business plan (with a
     final  cash flow  budget)  with  respect  to the  assets  owned by  Western
     Aggregates  Holding   Corporation  and  its  Subsidiaries  on  the  Seventh
     Amendment  Effective  Date.  Thereafter,  the Company shall  deliver,  on a
     weekly  basis,  to the Agent and each  Lender a 26 week  rolling  cash flow
     budget for the assets owned by Western Aggregates  Holding  Corporation and
     its Subsidiaries  (with the first 13 weeks on a weekly basis of each budget
     and the second 13 weeks on a monthly basis).

     1.16  Section  12.1.11 of the  Credit  Agreement  shall be deleted  and the
following inserted in lieu thereof:

          12.1.11 Change of Control. A Change of Control shall occur.

     1.17 Section 14.1 of the Credit  Agreement shall be amended by (i) deleting
clause (3) of the proviso to the last sentence of such Section and inserting the
following in lieu thereof:

          (3) no such waiver, amendment or consent relating to the definition of
     "Mandatory  Prepayment  Event" or to any provision of this Agreement or any
     other Loan  Document  which  would  result in any  increased  or  decreased
     mandatory  prepayment of any Loan, or any increased or decreased  mandatory
     reduction of any  Commitment,  shall be made without the written consent of
     the Required  Revolving Lenders,  Required Term A Lenders,  Required Term B
     Lenders and Required Term C Lenders

(ii) deleting clause (6) of the proviso to the last sentence of such Section and
inserting the following in lieu thereof:

          (6) no  such  waiver,  amendment  or  consent  shall  (v)  change  the
     aggregate  percentage  of the Total  Percentage  which is required  for the
     Lenders or any of them to take any action  hereunder  without  the  written
     consent of all Lenders,  (w) amend the  definition  of "Required  Revolving
     Lenders"  without the written consent of all Revolving  Lenders,  (x) amend
     the definition of "Required Term A Lenders"  without the written consent of
     all Term A Lenders,  (y) amend the  definition of "Required Term B Lenders"
     without  the  written  consent  of all  Term B  Lenders  or (z)  amend  the
     definition of "Required Term C Lenders"  without the written consent of all
     Term C Lenders;

(iii) deleting clause (9) of the proviso to the last sentence of such Section
and inserting the following in lieu thereof:

          (9)  after the  making  of the Term  Loans,  Section  2.3,  2.4 (as it
     relates to conversions and  continuations  of Revolving  Loans),  2.6, 2.7,
     2.8, 2.9, 3.1(a), 6.1 or 6.2(b) may be amended, or the rights or privileges
     thereunder  waived,  with the  written  consent of the  Required  Revolving
     Lenders, the Company and the Agent; provided, further, that no amendment or
     other modification,  nor any waiver, of any such provision shall affect the
     Term C Loans without the consent of the Required Term C Lenders;

(iv) deleting the word "and" immediately following clause (10) of the proviso to
the last sentence of such Section and (v) adding the following clauses (12),
(13) and (14) to the proviso to the last sentence of such Section:

          (12) Section  2.1.4 and the Seventh  Amendment  Supplement  may not be
     amended or waived,  and no consent  with respect to either of them shall be
     effective, without the written consent of the Required Term C Lenders;

          (13) no  amendment,  modification  or  waiver  of or with  respect  to
     Section 7.2 shall have the effect of altering the  priority of  application
     of payments of principal and proceeds of collateral in a manner  adverse to
     any holder of the Term C Loans without the consent of such holder; and

          (14) no amendment or  modification  of the  definition of "Term C Loan
     Commitment  Termination  Event"  may be made  without  the  consent  of the
     Required Term C Lenders.

     SECTION 2   REPRESENTATIONS  AND  WARRANTIES.
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     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  Seventh
Amendment  Effective  Date  with  the  same  effect  as if made on and as of the
Seventh  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) except as waived hereby,  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;  (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; and (f) the obligation of the Company and the other Loan Parties
to repay  the  Loans  and the other  obligations  under  the Loan  Documents  is
absolute and  unconditional,  and there exists no right of setoff or recoupment,
counterclaim or defense of any nature whatsoever to payment of such obligations.

     SECTION 3   FEE.
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     The Company shall pay to the Agent, for the ratable account of each Lender,
an  amendment  fee in an  amount  equal  to  0.25%  of such  Lender's  Revolving
Commitment  plus  the Term  Loans  of such  Lender  outstanding  on the  Seventh
Amendment  Effective Date plus the Term C Loan  Commitment of such Lender (after
giving  effect to this  Amendment);  provided that such fee shall not be payable
until  the  earlier  to occur of (x) July 31,  2001 and (y) the  closing  of the
Southeastern Assets Sale (as defined in the Amended Credit Agreement).

     SECTION 4   EFFECTIVENESS.
                 -------------

     The  amendments  set forth in Section 1 above shall become  effective as of
the date hereof on such date (the "Seventh  Amendment  Effective Date") when the
Agent shall have received (a) a counterpart  of this  Amendment  executed by the
Company and the Required Revolving Lenders,  the Required Term A Lenders and the
Required  Term B Lenders  (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) and (b)
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,  each Guarantor
and each Pledgor.

     4.2 Resolutions.  Certified copies of resolutions of the Board of Directors
of the Company authorizing or ratifying the execution,  delivery and performance
by the Company of this  Amendment,  the Amended Credit  Agreement and each other
Loan Document contemplated by this Amendment to which the Company is a party.

     4.3 Incumbency and Signature  Certificates.  A certificate of the Secretary
or an Assistant Secretary of the Company, certifying the names of the officer or
officers of the Company  authorized  to sign this  Amendment  and the other Loan
Documents  contemplated hereby to which the Company is a party,  together with a
sample of the true signature of each such officer.

     4.4 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 Seventh Amendment Effective Date, all references in the
Credit  Agreement,  the Notes, each other Loan Document and any similar document
to the "Credit  Agreement"  or similar  terms shall refer to the Amended  Credit
Agreement.  The waivers  contained  in Section 2 hereof are limited  strictly to
their  terms and shall not apply to  non-compliance  with any other  term of any
Loan Document.

     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  and  the   reasonable   fees  of
PricewaterhouseCoopers,  L.L.P. ("PwC"),  which shall continue to be retained as
financial  advisor to the Agent) in connection with the  preparation,  execution
and  delivery  of this  Amendment  and the  ongoing  work  being  done by PwC in
connection with the workout of the Company's Debt.

     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 Loan Document. This Amendment is a Loan Document.

     5.7  Chief  Restructuring   Officer.   The  Lenders  acknowledge  that  the
appointment by the Company of Mr. Stanford  Springel as Chief Executive  Officer
satisfies Company's obligation to have a "Chief Restructuring  Officer" in place
by May 31, 2001.

     5.8 Pledge Requirement.  If the Company or any Subsidiary receives any cash
amount as an  escrow,  deposit of  earnest  money or as apart of any  similar or
analogous  arrangement  from the Proposed  Purchaser  (as defined in the Amended
Credit  Agreement) or any Affiliate  thereof in connection with the Southeastern
Assets Sale (as defined in the Amended Credit Agreement),  the Company shall (or
shall cause the applicable  Subsidiary to) deposit such amount with the Agent in
pledge,  as cash  collateral for the Loans and other  obligations of the Company
under the Amended  Credit  Agreement  and the other Loan  Documents  pursuant to
arrangements  in  form  and  substance  satisfactory  to  the  Agent  (it  being
understood  that  any  such  amount  may be  refundable  by the  Company  or the
applicable Subsidiary to the Proposed Purchaser).

     5.9  Minimum  Assignments.  The  Company,  the Agent and the other  parties
hereto  hereby  consent  to any  assignment  by any  Lender  of Term C Loans (as
defined in the Amended  Credit  Agreement)  to any Lender or  Affiliate  thereof
without  any further  consent by the  Company and without  regard to any minimum
assignment amount specified by Section 14.9.1 of the Credit Agreement.


        SECTION 6   RELEASE OF CLAIMS.
                    -----------------

     THE  COMPANY  HEREBY  ACKNOWLEDGES  AND  AGREES  THAT IT DOES  NOT HAVE ANY
DEFENSE, COUNTERCLAIM,  OFFSET, CROSS-COMPLAINT,  CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
LIABILITY  OF THE  COMPANY TO REPAY THE AGENT OR ANY LENDER AS  PROVIDED  IN THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK  AFFIRMATIVE  RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR ANY LENDER.  THE COMPANY  HEREBY
VOLUNTARILY  AND  KNOWINGLY  RELEASES AND FOREVER  DISCHARGES  THE AGENT AND THE
LENDERS,  AND THE AGENT'S AND EACH  LENDER'S  PREDECESSORS,  AGENTS,  EMPLOYEES,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,  DEMANDS,  ACTIONS,  CAUSES OF
ACTION,  DAMAGES,  COSTS  OR  EXPENSES,  AND  LIABILITIES  WHATSOEVER,  KNOWN OR
UNKNOWN,  ANTICIPATED  OR  UNANTICIPATED,   SUSPECTED  OR  UNSUSPECTED,   FIXED,
CONTINGENT OR CONDITIONAL,  AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE MAY NOW OR HEREAFTER
HAVE  AGAINST THE AGENT OR ANY SUCH  LENDER,  AND THE  AGENT'S OR SUCH  LENDER'S
PREDECESSORS,   AGENTS,   EMPLOYEES,   SUCCESSORS  AND  ASSIGNS,   IF  ANY,  AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,  TORT,  VIOLATION
OF LAW OR REGULATION OR OTHERWISE,  INCLUDING,  WITHOUT LIMITATION, THE EXERCISE
OF ANY RIGHT OR REMEDY UNDER THE CREDIT  AGREEMENT OR OTHER LOAN DOCUMENTS,  AND
NEGOTIATION AND EXECUTION OF THIS AMENDMENT.


<PAGE>



         Delivered as of the day and year first above written.


1

                                U.S. AGGREGATES, INC.

                                By:
                                   --------------------------------------
                                Title:
                                     ------------------------------------


                                BANK OF AMERICA, N.A., as Agent


                                By:
                                   ----------------------------------------
                                Title:
                                     --------------------------------------


                                BANK OF AMERICA, N.A., as a Lender and as
                                        Issuing Lender

                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------


                                FLEET NATIONAL BANK (formerly known as
                                          BankBoston, N.A.), as a Lender


                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------


                                NATIONAL CITY BANK, as a Lender


                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------



<PAGE>


                                BANK OF SCOTLAND, as a Lender


                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------


                                IBJ WHITEHALL BANK AND TRUST
                                     COMPANY, as a Lender


                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                COMERICA BANK - CALIFORNIA, as a Lender


                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                ZIONS FIRST NATIONAL BANK, as a Lender


                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                UNION BANK OF CALIFORNIA, N.A., as a
                                     Lender

                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------





<PAGE>


                                PILGRIM PRIME RATE TRUST, as a Lender

                                By: Pilgrim Investments, Inc., as its
                                        Investment Manager

                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                SENIOR DEBT PORTFOLIO

                                By: Boston Management and Research, as
                                        Investment Advisor

                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

                                By: Eaton Vance Management, as Investment
                                        Advisor
                                By:
                                   ----------------------------------------
                                Title:
                                    ---------------------------------------


                                EATON VANCE SENIOR INCOME TRUST

                                By: Eaton Vance Management, as Investment
                                        Advisor

                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------


                                KZH-HIGHLAND - 2 LLC

                                By:
                                   ---------------------------------------
                                Title:
                                    --------------------------------------



<PAGE>


                                ARCHIMEDES FUNDING, LLC

                                By: ING Capital Advisors, LLC, as
                                        Collateral Manager


                                By:
                                   --------------------------------------
                                Title:
                                    -------------------------------------


                                ARCHIMEDES FUNDING III, LLC

                                By: ING Capital Advisors, LLC, as
                                        Collateral Manager


                                By:
                                   --------------------------------------
                                Title:
                                    -------------------------------------


                                SEQUILS-ING 1 (HBDGM), LTD.

                                By: ING Capital Advisors, LLC, as
                                        Collateral Manager


                                By:
                                   ---------------------------------------
                                Title:
                                     -------------------------------------



                                BANK ONE, N.A.


                                By:
                                   ----------------------------------------
                                Title:
                                     --------------------------------------



                                BRANCH BANKING AND TRUST COMPANY


                                By:
                                   ----------------------------------------
                                Title:
                                     --------------------------------------


<PAGE>


TERM C LENDERS:

Term C Commitment:
-----------------

$1,163,606.36                           BANK OF AMERICA, N.A.




$502,108.26                             NATIONAL CITY BANK




$473,684.42                             BANK OF SCOTLAND




$473,684.41                             IBJ WHITEHALL BANK AND TRUST COMPANY




$408,091.69                             COMERICA BANK - CALIFORNIA




$433,890.24                             ZIONS FIRST NATIONAL BANK




$432,870.00                             UNION BANK OF CALIFORNIA, N.A.




$466,774.89                             PILGRIM PRIME RATE TRUST




$372,640.37                             SENIOR DEBT PORTFOLIO





$25,018.22                              EATON VANCE INSTITUTIONAL SENIOR
                                        LOAN FUND





$66,715.24                              EATON VANCE SENIOR INCOME TRUST





<PAGE>


$219,287.64                             ARCHIMEDES FUNDING III, LLC





$219,287.64                             SEQUILS - ING 1 (HBDGM), LTD.
                                        By:  ING Capital Advisors, LLC, as
                                                Collateral Agent




$371,170.31                             BANK ONE, NA




$371,170.31                             BRANCH BANKING AND TRUST COMPANY





<PAGE>






                                    EXHIBIT A
                              FORM OF REAFFIRMATION
                                OF LOAN DOCUMENTS


                                                            as of May __, 2001


Bank of America, N.A., as Agent
and the other parties to the Third
Amended and Restated Credit
Agreement referred to below
1455 Market Street
San Francisco, California  94103
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,  Jensen Construction and
Development,  Inc., a Nevada corporation,  Sandia  Construction,  Inc., a Nevada
corporation,   Cox  Rock  Products  Inc.,  a  Utah  corporation,  Cox  Transport
Corporation, a Utah corporation, SRM Holdings Corp., a Delaware corporation, SRM
Aggregates,  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 Beck 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,  Bradley Stone & Sand,
Inc., a Tennessee  corporation,  Monroc, Inc., a Delaware  corporation,  Western
Aggregates,  Inc., a Utah  corporation,  Eagle Valley  Materials,  Inc.,  Nevada
Aggregates, Inc., Bama Crushed Corporation, Grove Materials 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,  Jensen  Construction and  Development,  Inc.,
Sandia  Construction,  Inc., Cox Rock Products Inc., Cox Transport  Corporation,
SRM Holdings  Corp.,  SRM  Aggregates,  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 Beck Rock Products,  Inc., Western Rock Products Corp.,  Tri-State
Testing  Laboratories,  Inc.,  Dekalb Stone,  Inc.,  Bradley Stone & Sand, Inc.,
Monroc,  Inc.,  Eagle Valley  Materials,  Inc.,  Nevada  Aggregates,  Inc., Bama
Crushed Corporation, Grove Materials Corporation ;

<PAGE>





     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 Cox Rock
Products Inc. in favor of the Agent (the "Patent Security Agreement").


     5. Each other Loan Document (as defined in the Credit Agreement referred to
below).

     The Security  Agreement,  the Guaranty,  the Pledge Agreements,  the Patent
Security  Agreement and the other Loan Documents referred to above, in each case
as heretofore amended,  are collectively  referred to herein as the "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 Seventh 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 (i) confirms  that each  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 Document to the "Credit Agreement" shall be references to the
Credit Agreement as amended by the Amendment,  (ii) acknowledges and agrees that
its obligations  under the Documents are absolute and  unconditional,  and there
exists no right of setoff or recoupment,  counterclaim  or defense of any nature
whatsoever  thereto and (iii)  VOLUNTARILY  AND  KNOWINGLY  RELEASES AND FOREVER
DISCHARGES THE AGENT AND THE LENDERS, AND THE AGENT'S AND LENDER'S PREDECESSORS,
AGENTS,  EMPLOYEES,  SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,  DEMANDS,
ACTIONS,  CAUSES  OF  ACTION,  DAMAGES,  COSTS,  OR  EXPENSES,  AND  LIABILITIES
WHATSOEVER,  KNOWN  OR  UNKNOWN,  ANTICIPATED  OR  UNANTICIPATED,  SUSPECTED  OR
UNSUSPECTED,  FIXED, CONTINGENT OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART ON OR BEFORE THE DATE THE  FOREGOING  AMENDMENT IS EXECUTED,
WHICH IT MAY NOW OR HEREAFTER HAVE AGAINST THE AGENT OR ANY SUCH LENDER, AND THE
AGENT'S  OR  SUCH  LENDER'S  PREDECESSORS,  AGENTS,  EMPLOYEES,  SUCCESSORS  AND
ASSIGNS,  IF ANY,  AND  IRRESPECTIVE  OF WHETHER  ANY SUCH  CLAIMS  ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATION, OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION,  THE EXERCISE OF ANY RIGHT OR REMEDY  UNDER THE CREDIT  AGREEMENT OR
ANY OTHER DOCUMENT, AND NEGOTIATION AND EXECUTION OF THE FOREGOING AMENDMENT.


<PAGE>


     The  letter  agreement  may be signed in  counterparts  and by the  various
parties as herein on  separate  counterparts.  This  letter  agreement  shall be
governed by the laws of the State of Illinois  applicable to contracts  made and
to be performed entirely within such State.



                                     U.S. AGGREGATES, INC.

                                     By:_______________________________
                                     Title:____________________________


                                     SRM HOLDINGS CORP.

                                     By:________________________________
                                     Title:_____________________________


                                     WESTERN AGGREGATES HOLDING CORP.

                                     By:________________________________
                                     Title:_____________________________


                                     WESTERN ROCK PRODUCTS CORP.

                                     By:________________________________
                                     Title:_____________________________


                                     JENSEN CONSTRUCTION & DEVELOPMENT, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     SANDIA CONSTRUCTION, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     TRI-STATE TESTING LABORATORIES, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     MOHAVE CONCRETE AND MATERIALS, INC.,
                                     a Nevada corporation

                                     By:________________________________
                                     Title:_____________________________


                                     MOHAVE CONCRETE AND MATERIALS, INC.,
                                     an Arizona corporation

                                     By:________________________________
                                     Title:_____________________________


                                     A-BLOCK COMPANY, INC.,
                                     an Arizona corporation

                                     By:________________________________
                                     Title:_____________________________


                                     A-BLOCK COMPANY, INC.,
                                     a California corporation

                                     By:________________________________
                                     Title:_____________________________




<PAGE>

                                     COX ROCK PRODUCTS, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     COX TRANSPORT CORPORATION

                                     By:________________________________
                                     Title:_____________________________


                                     VALLEY ASPHALT, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     GEODYNE BECK ROCK PRODUCTS, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     SRM AGGREGATES, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     DEKALB STONE, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     MULBERRY ROCK CORPORATION

                                     By:________________________________
                                     Title:_____________________________




<PAGE>

                                     BHY READY MIX, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     BRADLEY STONE & SAND, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     MONROC, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     WESTERN AGGREGATES, INC.

                                     By:________________________________
                                     Title:_____________________________


                                     EAGLE VALLEY MATERIALS, INC.

                                     By:________________________________
                                     Title:________________________

                                     NEVADA AGGREGATES, INC.

                                     By:________________________________
                                     Title:_____________________________

                                     BAMA CRUSHED CORPORATION

                                     By:________________________________
                                     Title:__________________________

                                     GROVE MATERIALS CORPORATION

                                     By:________________________________
                                     Title:_____________________________

ACKNOWLEDGED AND AGREED
as of the date first written above

BANK OF AMERICA, N.A., as Agent


By:________________________________
Title:_______________________________