EXHIBIT 4.15



  ______________________________________________________________________________








                       JUNIOR SUBORDINATED LOAN AGREEMENT

                           Dated as of April 27, 2001

                                     Between

                              U.S. AGGREGATES, INC.

                                  as Borrower,

                                       and

                  GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.,

                                    as Lender








  ______________________________________________________________________________



<PAGE>



                       JUNIOR SUBORDINATED LOAN AGREEMENT


     This  JUNIOR  SUBORDINATED  LOAN AGREEMENT (this "Agreement") is made as of
                                                       ---------
April  27,  2001,  by  and between U.S. Aggregates, Inc., a Delaware corporation
(the  "Company"), as borrower, and Golder, Thoma, Cressey, Rauner Fund IV, L.P.,
       -------
a  Delaware  limited  partnership,  as  lender  (the  "Lender").
                                                       ------

                                    RECITALS

     WHEREAS,  the  Company,  Bank  of  America,  N.A. (formerly Bank of America
National  Trust  and Savings Association), as agent, and certain other financial
institutions  (the  "Senior  Secured Bank Group") are parties to a Third Amended
                     --------------------------
and  Restated  Credit  Agreement,  dated  June  5,  1998,  and related documents
pursuant  to which the Senior Secured Bank Group has extended term and revolving
loans  to  the  Company  on a senior secured basis (as amended, the "Senior Loan
                                                                     -----------
Agreement").
---------

     WHEREAS,  the  Company  and  The  Prudential  Insurance  Company of America
(together  with  its  successors and assigns, "Prudential" and together with the
                                               ----------
Senior  Secured  Bank Group, the "Senior Lenders") are parties to an Amended and
                                  --------------
Restated  Note  and  Warrant  Purchase Agreement dated June 5, 1998, and related
documents pursuant to which Prudential has extended term loans to the Company on
a  subordinated  unsecured  basis  (as  amended,  the  "Senior Subordinated Loan
                                                        ------------------------
Agreement").
---------

     WHEREAS, the Lender intends to make available to the Company on the Closing
Date  a Loan in the aggregate amount of $2,000,000 (including deemed payments to
purchase  Warrants  (as defined hereafter) pursuant to the Warrant Agreement (as
defined hereafter)), and such Loan will be available to the Company on the terms
and  subject to the conditions set forth in this Agreement; on the Closing Date,
the  Lender  shall make a Loan to the Company in the amount of $2,000,000, which
shall  be  used (i) for working capital and other general corporate purposes and
(ii)  to  pay  related  fees  and  expenses.

     WHEREAS, on the Closing Date in connection with the Loan, the Company shall
issue  to  the  Lender  warrants  (the  "Warrants")  to  purchase  shares of the
                                         --------
Company's  Common  Stock,  pursuant to a Warrant Agreement, dated as of the date
hereof,  by  and  between  the Company and the Lender (the "Warrant Agreement").
                                                            -----------------

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, and the representations,
warranties,  covenants  and  conditions  set  forth  below,  the parties hereto,
intending  to  be  legally  bound,  hereby  agree  as  follows:

SECTION  1.          DEFINITIONS

     1.1     Certain  Defined  Terms.
             -----------------------
Unless  otherwise  set  forth  herein,  capitalized terms used in this Agreement
shall  have  the  meanings  set  forth  in  Exhibit  A  hereto.
                                            ----------

     1.2     Accounting  Terms.
             -----------------
All  accounting  terms  not  specifically defined herein shall be construed, all
accounting  determinations hereunder shall be made, and all financial statements
required  to  be delivered pursuant hereto shall be prepared, in accordance with
GAAP.

SECTION  2.          MAKING  AND BORROWING OF THE LOAN

     2.1     Making and Borrowing of the Loan.
             --------------------------------
Subject to the terms and conditions of this Agreement and on the basis of
the representations and warranties set forth herein, the Lender agrees to make a
loan  (the  "Loan")  to the Company as set forth in Section 2.2, and the Company
             ----                                   -----------
may  prepay  and  repay such Loan hereunder in accordance with the terms of this
Agreement,  at  any  time and from time to time on any Business Day prior to the
termination  of this Agreement.  The obligation of the Company to repay the Loan
made  by  the  Lender  and  borrowed  by  the  Company shall be evidenced by the
Company's  execution and delivery to the Lender of the Note described in Section
                                                                         -------
3.1  below.  Once  repaid,  the  Loan  may  not  be  re-borrowed.
---

     2.2     Making  of  the Loan; Notice.
             ----------------------------
The  Loan  shall  be  made  on  the  date  hereof  in  the amount of $2,000,000.
Notwithstanding  anything  herein  to  the  contrary,  the  parties agree that a
portion of the Loan proceeds will be deemed payment of the purchase price of the
Warrants  pursuant  to  the  Warrant  Agreement.

     2.3     Use  of  Proceeds.
             -----------------
The  proceeds  of  the  Loan  made hereunder and of the issuance of the Warrants
pursuant  to  the Warrant Agreement shall be used solely (i) to pay related fees
and  expenses,  (ii)  to  provide  working  capital  to  the  Company  and  its
Subsidiaries  and  (iii)  to provide for other general corporate purposes of the
Company  and  its  Subsidiaries not otherwise prohibited under the terms of this
Agreement,  the  terms  of  the Senior Loan Agreement or the terms of the Senior
Subordinated  Loan  Agreement.  No  portion  of  the  proceeds  of the Loan made
hereunder  or  of  the Warrants pursuant to the Warrant Agreement shall be used,
directly  or  indirectly,  for  the  purpose,  whether  immediate, incidental or
ultimate,  of  buying  or  carrying any "margin stock" within the meaning of any
regulation,  interpretation  or  ruling  of the FRB, all as from time to time in
effect,  refunding  of any indebtedness incurred for such purpose, or making any
investment  prohibited  by  foreign  trade  regulations.  Without  limiting  the
foregoing,  the  Company  agrees that in no event shall any proceeds of the Loan
made  hereunder  or  from  the  sale  of  the  Warrants  pursuant to the Warrant
Agreement  be used in any manner which might cause the Loan, the Warrants or the
application  of  such proceeds to violate any of Regulations U or X or any other
regulation of the FRB, or to violate the Exchange Act, in each case as in effect
as  of  the  Closing  and  the  date  of  any  use  of  such  proceeds.

     2.4     The  Closing.
             ------------
Subject  to  the  satisfaction  of  the  conditions  thereto  set  forth in this
Agreement,  the  closing  of  the  Loan  made  by the Lender and borrowed by the
Company hereunder (the "Closing") shall take place at 10:00 a.m. Chicago time as
                        -------
of  the  date  of  this  Agreement, at the offices of Kirkland & Ellis, 200 East
Randolph  Drive,  Chicago,  Illinois  60601,  or at such other date, time and/or
location(s) or by such other means, including transmission of signature pages by
telecopy,  as  may  be  agreed  upon by the parties hereto (the "Closing Date").
                                                                 ------------

SECTION  3.          TERMS  OF  THE  LOAN

     3.1     The  Note.
             ---------
The  obligation of the Company to repay the aggregate unpaid principal amount
of the  Loan  and  fees  due  under  this  Agreement  shall  be  evidenced  by
a  promissory  note  or  notes  in  the  form  attached  hereto  as
Exhibit  B  (the  "Note"),  dated  the date hereof, payable as specified in this
----------         ----
Section  3,  made  to  the  order  of  the Lender or any subsequent Holder in an
----------
aggregate  principal  amount of $2,450,000, and bearing interest and maturing as
provided  in  this  Agreement.

     3.2     Interest  on  the  Loan.
             -----------------------
     3.2.1.     The Loan shall bear interest at a rate equal to 18% per annum on
the  unpaid  principal  amount  thereof  (including  Capitalized  Interest,  as
hereafter  defined)  from  and  including  the  Closing Date until the principal
amount  shall  be paid in full, such interest shall be paid by capitalizing such
interest  as  additional  Loans  on  the  applicable  Interest  Payment  Date
("Capitalized  Interest"),  and  any  interest  that  is to be capitalized shall
  ---------------------
accrue  interest at a rate that is equal to 18%.  Notwithstanding the foregoing,
upon the occurrence of an Event of Default hereunder and for so long as an Event
of  Default  is continuing, the interest rate to the extent permitted by law, on
the  unpaid  principal  amount  of  the  Loan  shall  be  20%.

     3.2.2.     Interest  shall  be  capitalized  with  respect  to the Loan, in
arrears,  on  the  last  day of each Interest Period, upon any prepayment of the
Loan  (to  the  extent  of  accrued  interest on the principal amount, including
Capitalized  Interest, of the Loan so prepaid) and at maturity of the Loan.  The
"Interest Period" means (i) initially, the period commencing on the Closing Date
 ---------------
and ending on the next succeeding Interest Payment Date (as hereinafter defined)
and  (ii)  thereafter,  each  quarterly  period  ending  on  May  15, August 15,
November15,  or  February  15,  as  applicable  (each  such date for an interest
payment  an  "Interest  Payment  Date");  provided that no Interest Period shall
              -----------------------     -------- ----
extend  beyond  the  Maturity  Date.  Notwithstanding  the  foregoing,  if  the
aggregate  amount  of  accrued  and  unpaid  interest (including all Capitalized
Interest)  and  all  unpaid original issue discount on any Interest Payment Date
occurring  after  the  fifth  anniversary  of the Closing shall exceed an amount
equal to the product of (x) the issue price (as defined in Code Sections 1273(b)
and  1274(a))  of  the  Note  and  (y) the yield to maturity (as defined in Code
Section  163(i))  of  the  Loan  (such product being the "Maximum Accrual"), all
                                                          ---------------
accrued  and  unpaid  interest  on  the Loan in excess of an amount equal to the
Maximum  Accrual shall be paid by the Company to the holders of the Note on such
Interest  Payment  Date.  Any  accrued  interest  which  for  any reason has not
theretofore  been  paid  shall  be  paid  in full on the date on which the final
principal  payment  on  the  Loan  is  made.

     3.2.3.     Interest on the Loan shall be computed on the basis of a 360-day
year  of  twelve  30-day  months.  In  computing  such interest, the date of the
making  of the Loan shall be included and the date of payment shall be excluded.

     3.3     Payment  of  the  Loan.  All  of  the  Loan
             ----------------------
Obligations  shall  become due and payable as otherwise set forth herein, but in
any event, all of the remaining Loan Obligations shall become due and payable on
the  Maturity Date and shall be paid in full in cash not later than the Maturity
Date.  Upon  the  Maturity  Date  and  following  repayment  in full of the Loan
Obligations,  this  Agreement will terminate except as provided in Section 10.6.
                                                                   -------------
Notwithstanding any such termination, until all Loan Obligations have been fully
paid  and  satisfied  (other  than continuing indemnity obligations), the Lender
shall  be  entitled  to  retain  the ability to exercise all rights and remedies
available  to  the  Lender  under the Subordinated Loan Documents and applicable
laws.

     3.4     Voluntary Prepayments.  Subject to the
             ---------------------
terms  and  conditions  of  the  Senior Loan Documents and the other agreements,
instruments  and  documents evidencing or setting forth the terms and conditions
of the Senior Indebtedness, the Loan may be prepaid, at the Company's option, at
any  time  and from time to time, in whole or in part, without penalty, upon not
less  than  five  (5)  Business Days and not more than thirty (30) Business Days
prior  written  notice  to  the  Lender.

     3.5     Application  of  Prepayments.  All
             ----------------------------
prepayments  shall  include, notwithstanding Section 3.2.2 above, the payment in
                                             -------------
cash  of  accrued  and  unpaid  interest  on  the  principal  amount  (including
Capitalized  Interest)  of  the  Loan  so  prepaid  and  shall be applied in the
following  manner:  (i)  first,  payment  of  all  accrued interest (ii) second,
payment  of  Capitalized  Interest  and  (iii)  third,  payment  of  principal.

     3.6     Notes  Prepaid  in  Part.
             ------------------------

     3.6.1.     If  fewer  than  all of the Notes are to be prepaid, the Company
shall  select  the Notes to be prepaid based upon an allocation among all of the
Notes at the time outstanding, and paid to the Holder thereof, in proportion, as
nearly  as  practicable,  to  the  respective  unpaid  amount  of  principal and
interest,  with  adjustments,  to  the extent practicable, to compensate for any
prior  payments  not  made  exactly  in  such  proportion.

     3.6.2.     Upon  surrender  of  a Note that is prepaid in part, the Company
shall  promptly  execute  and deliver to the Holder (at the Company's expense) a
new  Note  equal  in  principal  amount  to  the  unpaid  portion  of  the  Note
surrendered.

     3.7     Manner  and  Time  of  Payment.
             ------------------------------

     3.7.1.     All  payments  by  the  Company  under the Note of principal and
interest  (except  for  Capitalized  Interest)  and fees hereunder shall be made
without  defense,  set-off  or  counterclaim, in same day funds and delivered to
each  holder  of  the  Note not later than 12:00 noon (Chicago time) on the date
such  payment  is  due  by  wire transfer of immediately available funds to such
account  as  the  Lender or any holder of Notes may from time to time designate;
provided  that funds received by any such holder after 12:00 noon (Chicago time)
  ------  ----
shall be deemed to have been paid by the Company on the next succeeding Business
Day.

     3.7.2.     Whenever  any  payment  to  be  made hereunder or under the Note
shall  be  stated  to  be  due on a day which is not a Business Day, the payment
shall  be  made  on  the next succeeding Business Day and such additional period
shall  be  included  in  the computation of the payment of interest hereunder or
under  the  Note.

SECTION  4.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     In  order to induce the Lender to enter into this Agreement and to make the
Loan  to  the Company hereunder, the Company represents, warrants and agrees for
the  benefit  of  the  Lender  that:

     4.1     Organization;  Corporate  Power.
             -------------------------------
The  Company is a corporation duly organized, validly existing under the laws of
the  State  of Delaware and is qualified to do business in every jurisdiction in
which  its  ownership of property or conduct of business requires it to qualify,
except  where  the  failure to so qualify has not had or would not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     4.2     Capital  Stock  and Related Matters.  There are no statutory or, to
             -----------------------------------
the  best of the Company's knowledge, contractual stockholders preemptive rights
or  rights  of  refusal with respect to the issuance of the Warrant Shares,  the
Warrants  or  the  issuance  of the Common Stock issuable upon conversion of the
Warrant  Shares  or upon exercise of the Warrants.  The Company has not violated
any  applicable  federal  or state securities laws in connection with the offer,
sale  or  issuance of any of its capital stock, and the offer, sale and issuance
of  the  Warrants  do  not  require registration under the Securities Act or any
applicable  state  securities  laws.

     4.3     Authorization.  The  execution,  delivery  and
             -------------
performance  of  this  Agreement  and each of the other Documents have been duly
authorized by the Company.  This Agreement and each of the Documents constitutes
a  valid  and binding obligation of the Company, enforceable in accordance with
its terms (except as limited by bankruptcy, insolvency or other laws and general
principles  of  equity  affecting  the  enforcement  of  creditors'  rights).

     4.4     Investment  Company.  The Company is not an "investment company" as
             -------------------
defined  under  the  Investment  Company  Act  of  1940.

     4.5     Public  Utility Holding Company Act.  The Company is not a "holding
             -----------------------------------
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a  "holding company" or of a "subsidiary company" of a "holding company", within
the  meaning  of  the  Public  Utility  Holding  Company  Act  of  1935.

     4.6     Regulation U.  The Company is not engaged principally, or as one of
             ------------
its important activities, in the business of extending credit for the purpose of
purchasing  or  carrying  Margin  Stock.

     4.7     Private  Offering.  The  Company  has not,
             -----------------
directly or indirectly, offered the Note or any similar security for sale to, or
solicited  offers  to  buy  any  such  security from, or otherwise approached or
negotiated  with  respect  thereto  with, any prospective lender, other than the
Lender,  whom  was offered its Note at private sale for investment.  The Company
has  not  (nor  has  anyone  acting  on its behalf) offered the Note or any part
thereof  or  any similar securities for issue or sale to, or solicited any offer
to  acquire any of the same from, anyone so as to bring the issuance and sale of
the  Note  within  the  provisions  of  Section  5  of the Securities Act or the
provisions  of  any  securities  or blue sky law of any applicable jurisdiction.

     4.8     Closing  Date.  All of the representations and
             -------------
warranties  contained  in this Section 4 and elsewhere in this Agreement and all
                               ---------
information  delivered  in  any schedule, attachment or exhibit hereto or in any
writing  delivered  to  the  Lender  are  true  and correct on the Closing Date.

SECTION 5.          CONDITIONS TO LENDER'S OBLIGATION TO MAKE THE LOAN

     5.1     Conditions  to  Lender's  Obligation to Make the Loan.  The
             -----------------------------------------------------
obligation  of the Lender to make the Loan on the Closing Date is subject to the
satisfaction  of  the  following  conditions,  each  as  of  the  Closing  Date:

     5.1.1.     Representations and Warranties; No Default.  All representations
                ------------------------------------------
and  warranties  of  the  Company  contained in this Agreement shall be true and
correct  as  of the Closing Date.  No Default or Event of Default shall exist as
of  the  Closing  Date  or  would result from the consummation of the borrowings
contemplated  hereunder.

     5.1.2.     Documents  Satisfactory;  Transactions Consummated.
                --------------------------------------------------
Each  of  the  Documents  shall  have  been  duly  executed and delivered by the
respective  parties  thereto  and  shall be in full force and effect. All of the
terms,  conditions  and provisions of each of such Documents shall be reasonably
satisfactory  to  the Lender in all respects in form and substance, and no term,
condition  or  provision thereof shall have been supplemented, amended, modified
or  waived  without  the  Lender's  consent.

     5.1.3.     Delivery  of  Documents.  The  Lender  shall  have
                -----------------------
received  the  following  items,  each  of  which shall be in form and substance
reasonably  satisfactory  to  the  Lender:

     (a)     Executed  copies of this Agreement, the Note issued in favor of the
Lender,  the  Warrant Agreement and the Warrants in the name of the Lender to be
issued  pursuant  to  the  Warrant  Agreement.

     (b)     A  Borrower's  Certificate in a form reasonably satisfactory to the
Lender, dated the Closing Date, stating that the conditions specified in Section
                                                                         -------
5.1.1  and  Sections  5.1.4  through  5.1.6  (inclusive)  have  been  satisfied.
-----       -------------------------------

     5.1.4.     Certain  Fees.  On the Closing Date, the
                -------------
Company  shall  pay  all  reasonable  expenses of the Lender (including, without
limitation,  reasonable legal fees and expenses) incurred in connection with the
negotiation  and execution of this Agreement and the other Documents; including,
but  not  limited  to,  the issuance of $450,000 in subordinated indebtedness as
payment of a fee to the Lender in connection with this Agreement, which shall be
evidenced  by  a promissory note or notes in the form attached hereto as Exhibit
                                                                         -------
B.  Such  closing  fee  shall be fully earned by the Lender upon the Closing and
-
shall  be  non-refundable.

     5.1.5.     No  Violation  of  Regulations  U or X.
                --------------------------------------
The making of the Loan shall not violate Regulations U or X.

     5.1.6.     Amendments  Effective.  The Amendments, in form and substance as
                ---------------------
previously provided to the Lender, shall have been executed and delivered by the
parties  thereto  and  be  in  full  force  and  effect.

SECTION  6.          COVENANTS

     During  the term of this Agreement, and thereafter for so long as there are
any  Loan  Obligations outstanding, the Company covenants that, unless otherwise
consented  to  by  Lender  in  writing,  it  shall:

     6.1     Securities  Laws.
             ----------------

     6.1.1.     Integration.  Take  all  action that is appropriate or necessary
                -----------
to  assure  that  its  offerings  of other securities will not be integrated for
purposes  of  the Securities Act with the offering of the Note by the Company to
the Lender in any manner that would require the registration of such offering of
the  Note  under  the  Securities  Act.

     6.1.2.     Available  Information.  While  the  Note  is  a  "restricted
                ----------------------
security"  within  the  meaning  of  Rule 144(a)(3) under the Securities Act and
during  any period in which the Company is not subject to Section 13 or 15(d) of
the  Exchange  Act,  make  available  to  the Lender in connection with any sale
thereof  and,  subject  to  the  provisions  of  Section  15(d), any prospective
purchaser  of  the Notes, in each case as soon as is reasonably practicable upon
written  request  of  such holder, the information specified in, and meeting the
requirements  of,  Rule  144A(d)(4)  under  the Securities Act (or any successor
thereto).

SECTION  7.     EVENTS  OF  DEFAULT

     If  one  or  more of the following events shall occur and be continuing, it
shall constitute an event of default (the "Events of Default"):
                                           -----------------

     7.1     Payment  Default.  The Company shall fail to pay (i) any principal
             ----------------
of  the  Note  when  the  same  becomes  due and payable, whether upon maturity,
prepayment,  acceleration  or  otherwise,  (ii)  any interest on the Note, for a
period of five (5) days after the same shall become due and payable or (iii) any
other  amount due hereunder within five (5) days after the same shall become due
and  payable;  or

     7.2     Default  in  Other Agreements.  The Company shall breach or be in
             -----------------------------
default  of, any condition, obligation or event with respect to any Indebtedness
(other  than the Notes), if the effect of such failure to pay, breach or default
is to cause or permit the holder or holders then to cause Indebtedness having an
aggregate  principal amount of $5,000,000 to become due or declared due prior to
its  stated  maturity;  or

     7.3     Other  Defaults.  The  Company  shall  fail  to  perform or
             ---------------
comply  with any term of this Agreement or the other Subordinated Loan Documents
and  such  default  is not remedied or waived within 30 days after the date upon
which  written  notice thereof is given to the Company by the Lender (other than
occurrences  described  in  other  provisions  of  this  Section  7  for which a
                                                         ----------
different grace or cure period is specified or which constitute immediate Events
of  Default);  or

     7.4     Breach  of  Representations  or  Warranties.
             -------------------------------------------
Any  representation or warranty made by the Company in this Agreement, any other
Subordinated  Loan Document or in any statement or certificate at any time given
by  them  in  writing  pursuant hereto or in connection herewith or therewith is
false  or  misleading  in  any  material  respect;  or

     7.5     Involuntary  Bankruptcy,  Appointment  of  Receiver,  etc.
             ---------------------------------------------------------
(a)  A  court  having  jurisdiction  shall enter a decree or order for relief in
respect  of  the Company in an involuntary case under the Bankruptcy Code or any
applicable  bankruptcy,  insolvency  or  other  similar  law now or hereafter in
effect,  which  decree or order is not dismissed, stayed or discharged within 60
days  after  filing; or any other similar relief is granted and remains unstayed
or  undismissed under any applicable federal or state law; or (b) an involuntary
case  is  commenced  against  the  Company  under  any  applicable  bankruptcy,
insolvency or other similar law now or hereafter in effect; or a decree or order
of  a  court  having  jurisdiction  in  the  premises  for  the appointment of a
receiver,  liquidator,  sequestrator, trustee, custodian or other officer having
similar  powers over and of the Company or over all or a substantial part of any
of  its  properties  shall have been entered; or an interim receiver, trustee or
other  custodian  of the Company for all or a substantial part of its properties
is  involuntarily  appointed, and such events under this clause (b) continue for
60  days  unless  dismissed,  bonded,  stayed,  vacated  or  discharged;  or

     7.6     Voluntary Bankruptcy, Appointment of Receiver, etc.
             --------------------------------------------------
(a) The Company shall have an order
for  relief  entered  with  respect to it or commence a voluntary case under the
Bankruptcy  Code or any other applicable bankruptcy, insolvency or other similar
law  now  or  hereafter in effect, or shall consent to the entry of an order for
relief  in an involuntary case, or to the conversion of an involuntary case to a
voluntary  case,  under  any such law, or shall consent to the appointment of or
taking  possession  by  a  receiver,  trustee  or  other  custodian for all or a
substantial  part  of  its property; or (b) the Company makes any assignment for
the benefit of creditors; or (c) the Board (or any committee thereof) adopts any
resolution  or  otherwise authorizes any action to approve any of the foregoing;
or

     7.7     Judgments and Attachments.  Any money
             -------------------------
judgment,  writ  or  warrant  of  attachment, or similar process in an amount in
excess  of  $1,000,000  is  entered  or  filed against the Company or any of its
assets  and remains unpaid, undischarged, unvacated, or unstayed for a period of
sixty  (60)  days;  or

     7.8     Dissolution.  Any order, judgment or decree is entered against
             -----------
the  Company decreeing the dissolution or split up of the Company and such order
remains  undischarged  or unstayed for a period in excess of sixty (60) days; or

     7.9     Invalidity of Subordinated Loan Documents.  Any of the Subordinated
             -----------------------------------------
Loan  Documents  for  any  reason,  other  than  a  partial  or  full release in
accordance  with  the terms thereof, ceases to be in full force and effect or is
declared  to  be  null  and  void, or the Company denies that it has any further
liability  under any Subordinated Loan Document, or gives notice to such effect;
or

     7.10     Change  of  Control.  The  Lender  shall cease to own and control,
              -------------------
beneficially  and  of  record,  both  (i)  in  excess  of  50% of the issued and
outstanding  Securities  and  Voting  Stock of the Company and (ii) a sufficient
percentage  of the issued and outstanding Voting Stock of the Company to control
the  Board;

     THEN,  subject  to  the  terms of Section 8 hereof, upon the occurrence and
     ----
continuation  of  any  Event of Default other than an Event of Default occurring
pursuant  to  Section  7.5  or  Section 7.6, each Holder may, upon prior written
              -----------------------------
notice  to  the Lender and the Company, declare the Notes to be due and payable,
whereupon  the  principal  amount  of the Note held by the Lender, together with
accrued  interest  thereon,  shall  automatically  become  immediately  due  and
payable,  without any other notice of any kind, and without presentment, demand,
protest  or  other  requirements  of any kind, all of which are hereby expressly
waived by the Company.  Notwithstanding the foregoing, with respect to any Event
of  Default  occurring  pursuant  to  Section  7.5  or  Section  7.6 hereof, the
                                      ------------------------------
principal  amount  of  the  Note,  together with accrued interest thereon, shall
automatically  become  immediately  due and payable, without any other notice of
any  kind, and without presentment, demand, protest or other requirements of any
kind,  all of which are hereby expressly waived by the Company.  If any Event of
Default  exists, each Holder of the Notes shall also have any other rights which
such  holder  is entitled to under any contract or agreement at any time and any
other  rights  which  such  holder  may  have  pursuant  to  applicable  law.

SECTION  8.     SUBORDINATION

     8.1     Extent  of  Subordination.  All  amounts  including  all principal,
             -------------------------
interest  (including,  without  limitation, interest accruing after any petition
for  bankruptcy,  insolvency, reorganization or receivership) and other payments
payable  by  the Company with respect to the Loan Obligations (the "Subordinated
                                                                    ------------
Debt")  are and shall be subordinate and junior in right of payment to the prior
----
payment  in  full of the Senior Indebtedness to the extent and in the manner set
forth  in  this  Section  8.
                 ----------

     8.2     Payment  Suspension.
             -------------------

     8.2.1.     No direct or indirect payment (including, without limitation, by
purchase  or  redemption)  by  or  on  behalf of the Company of principal of, or
interest on the Subordinated Debt, will be made if, at the time of such payment,
there  exists  any  event  of default with respect to the Senior Indebtedness (a
"Senior  Default"),  whether  at maturity, on account of mandatory redemption or
 ---------------
prepayment,  acceleration  or  otherwise, and such Senior Default shall not have
been  cured or waived or the benefits of this sentence waived in accordance with
the  Senior  Loan  Documents.

     The  failure to make any payment or distribution when due for or on account
of  this  Agreement  by  reason  of  these  subordination provisions will not be
construed  as  preventing  the  occurrence of any Event of Default in respect of
this  Agreement.

     8.2.2.     If  there is a Senior Default which results in the Company not
making  a payment of principal or interest of the Subordinated Debt, the Company
shall  promptly  provide  to  the  Lender written notice of such Senior Default.

     8.3     Liquidation,  Winding  Up, etc.  Upon any distribution of assets
             ------------------------------
of  the  Company  or  upon  any  dissolution,  winding  up,  liquidation  or
reorganization  of  the  Company,  whether  in  bankruptcy,  insolvency,
reorganization  or receivership proceeding or upon an assignment for the benefit
of  creditors  or  any  other  marshaling  of  the assets and liabilities of the
Company  or  otherwise:

     8.3.1.     the  holders  of  all  Senior  Indebtedness shall be entitled to
receive  payment in full, in cash or cash equivalents, of the principal thereof,
the  interest  due thereon (including interest accruing subsequent to the filing
of,  or  which  would  have  accrued  but  for  the  filing  of,  a petition for
bankruptcy,  whether  or  not  such  interest  is  an  allowable  claim  in such
bankruptcy  proceeding) and any premium or other payment obligation with respect
thereto  before the holders of the Subordinated Debt are entitled to receive any
payment  or  any distribution of assets of the Company of any kind or character,
whether  in  cash,  property  or  securities,  by set-off or otherwise, upon the
Subordinated  Debt;  and

     8.3.2.     any payment or distribution of assets of the Company of any kind
or  character, whether in cash, property or securities, by set-off or otherwise,
to  which  the  holders  of  the Subordinated Debt would be entitled but for the
provisions  of  this Section 8 shall be paid by the liquidating trustee or agent
                     ---------
or  other  Person  making  such  payment  or  distribution, whether a trustee in
bankruptcy,  a  receiver  or  liquidating  trustee or otherwise, directly to the
holders  of  Senior  Indebtedness  or  their agents or representatives or to the
trustee  or  trustees under any indenture under which any instruments evidencing
any  of  such Senior Indebtedness may have been issued, ratably according to the
aggregate  amounts  remaining unpaid on account of the principal of, interest on
and any premium or other amounts payable with respect to the Senior Indebtedness
held or represented by each such holder, to the extent necessary to make payment
in  full,  in  cash  or  cash  equivalents, of all Senior Indebtedness remaining
unpaid,  after  giving  effect  to any concurrent payment or distribution to the
holders  of  the  Senior  Indebtedness.

The  consolidation  of  the  Company  with,  or  the merger of the Company into,
another  entity  shall  not  be deemed a dissolution, winding up, liquidation or
reorganization  of  the  Company,  as  the case may be, for the purposes of this
Section  8.3  if  such  other  entity is organized in the United States and such
------------
entity,  as a part of such consolidation or merger, succeeds to the property and
business  of  the Company, and assumes the obligations of the Company (including
the  Senior  Indebtedness  and  the  Subordinated  Debt).

     8.4     Payment  Held  in  Trust.  All  payments  or  distributions  by the
             ------------------------
Company  upon or with respect to the Subordinated Debt which are received by the
holders thereof in violation of or contrary to the provisions of Sections 8.2 or
                                                                 ---------------
8.3  above  shall  be  received  in  trust for the benefit of the holders of the
---
Senior  Indebtedness  and  shall be paid over upon demand to such holders in the
same  form as so received (with all necessary endorsements) to be applied to the
payment  of  the  Senior  Indebtedness.

     8.5     Acceleration and Remedial Actions.  Notwithstanding anything herein
             ---------------------------------
to  the  contrary  (including  any notice delivery requirements), so long as any
Senior Indebtedness is outstanding, no notice of acceleration shall be given or,
if given, shall be effective with respect to this Agreement, and the Lender will
not  ask for, demand, sue for, take or receive from the Company, by setoff or in
any other manner, the whole or any part of any monies which may now or hereafter
be  owing  by  the  Company  to  the  Lender  with  respect  to  any part of the
Subordinated  Debt  prior  to the Maturity Date thereof or participate as one of
the  initial  petitioning  creditors  in  an  involuntary  petition  under  the
Bankruptcy  Code  or similar insolvency statute against the Company with respect
to  any  part  of  the  Subordinated  Debt  prior  to the Maturity Date thereof.

     8.6     Subrogation.  Upon  receipt  by  the  holders  of  the  Senior
             -----------
Indebtedness  of  amounts  sufficient to pay all Senior Indebtedness in full, to
the  extent  any  amounts  which  are  otherwise  payable  with  respect  to the
Subordinated  Debt  but for the provisions of this Section 8 have been paid over
                                                   ---------
to  the holders of the Senior Indebtedness, the holders of the Subordinated Debt
shall  be  subrogated  to  the  rights  of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable  to  Senior Indebtedness until the Subordinated Debt is paid in full,
and  no such payments or distributions to the holders of the Senior Indebtedness
of  cash,  property  or  securities  otherwise  distributable  to the holders of
Subordinated  Debt  shall, as between the Company, its creditors (other than the
holders  of  Senior  Indebtedness)  and the holders of the Subordinated Debt, be
deemed  to  be payment by the Company to the holders of the Senior Indebtedness.

     8.7     Reinstatement.  The  provisions of this Section 8 shall continue to
             -------------                           ---------
be effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Indebtedness is rescinded or must otherwise be returned by the
holders of the Senior Indebtedness for any reason whatsoever (including, without
limitation,  the insolvency, bankruptcy or reorganization of the Company) all as
though  such  payment  had  not  been  made.

SECTION 9.     RESTRICTIONS ON TRANSFER; LEGENDS

     9.1     Assignments  of  Notes.
             ----------------------

     9.1.1.     Subject  to  the  terms  and  conditions  of  the  Senior  Loan
Documents,  the  Lender  shall  have  the  right  at  any time, to sell, assign,
transfer  or  negotiate  all or any part of the Loan and the Note to one or more
Persons  (each  a  "Holder")  (provided  that, so long as no Default or Event of
                    ------
Default  has  occurred  and  is  continuing, the Company's consent to such sale,
assignment,  transfer  or  negotiation shall be required, such consent not to be
unreasonably  withheld  or  delayed), and may grant participations in all or any
part  of  the Note or the Loan evidenced thereby to one or more Persons.  In the
case of any sale, assignment, transfer or negotiation of all or part of the Note
authorized  under  this  Section 9.1.1 (but not in the case of a participation),
                         -------------
the  assignee,  transferee  or recipient shall have, to the extent of such sale,
assignment,  transfer  or negotiation, the same rights, benefits and obligations
as  it would if it were a Lender with respect to such Note or the Loan evidenced
thereby.

     9.1.2.     The  Company  shall  keep  at its principal office a register in
which  the  Company  shall  provide for the registration of the Note and for the
transfer  of  the same.  Upon surrender for registration of transfer of any Note
at  the  principal  office  of  the  Company, the Company shall, at its expense,
promptly  execute  and deliver one or more new Notes of like tenor and of a like
principal  amount,  registered  in the name(s) of such transferee(s) and, in the
case  of  a transfer in part, a new Note in the appropriate amount registered in
the  name(s)  of  such  transferor(s).

     9.1.3.     In  connection  with  any sales, assignments or transfers of any
Note,  the  transferor  shall  give  notice to the Company and the Lender of the
identity  of  such  parties  and obtain agreements from the transferees that all
nonpublic  information  given to such parties pursuant to this Agreement will be
held  in  strict  confidence  pursuant to a confidentiality agreement reasonably
satisfactory  to  the  Company.

     9.2     Investment  Representations;  Restrictive  Legend.
             -------------------------------------------------

     9.2.1.     Investment Representations.  The Lender individually (but not on
                --------------------------
behalf  of any other subsequent holder of the Note) represents and warrants that
as  of  the  Closing  Date:

     (a)     Restrictions  on  Transfer.  The Lender
             --------------------------
has  been advised that the Note has not been registered under the Securities Act
or  any  state  securities  laws  and,  therefore, cannot be resold unless it is
registered  under  the  Securities  Act  and applicable state securities laws or
unless  an  exemption  from  such  registration  requirements is available.  The
Lender  is  aware  that  the  Company  is under no obligation to effect any such
registration  with  respect  to  the  Note  or  to  file  for or comply with any
exemption  from registration and that the Company does not intend to effect such
registration.  The  Lender  is receiving the Note from the Company hereunder for
its  own  account  and not with a view to, or for resale in connection with, the
distribution thereof in violation of the Securities Act; provided, however, that
                                                         --------  -------
except  as  provided  in  the  this  Agreement,  the disposition of the Lender's
property  shall  at  all  times  be  and  remain  in  its  control.

     (b)     Accredited  Investor,  etc.  The  Lender  and  each Holder has such
             --------------------------
knowledge  and  experience in financial and business matters so as to be capable
of  evaluating  the  merits  and  risks  of  such investment, is able to incur a
complete  loss  of  such  investment  and  to  bear  the  economic  risk of such
investment  for  an  indefinite  period  of  time.  The Lender is an "accredited
investor"  as  that  term  is  defined in Regulation D under the Securities Act.

     9.2.2.     Restrictive  Legend.  Each  Note
                -------------------
shall  bear  a  legend  in  substantially  the  following  form:

"THIS  NOTE  WAS  ISSUED  IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD, ASSIGNED,
PLEDGED  OR  OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  THE  ACT  COVERING  THE  TRANSFER  OR  AN  OPINION  OF COUNSEL
ACCEPTABLE  TO THE ISSUER THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIRED."

     9.3     Termination  of  Restrictions.
             -----------------------------
The  restrictions  imposed by Section 9.2 hereof upon the transferability of the
                              -----------
Note  shall  cease  and  terminate  as  to  the Note (i) when, in the opinion of
counsel,  which  counsel  shall  be  knowledgeable  in securities laws and which
opinion  shall  be  reasonably satisfactory to Company, such restrictions are no
longer  required  in  order to assure compliance with the Securities Act or (ii)
when  such  Note  shall  have  been  registered  under  the  Securities  Act  or
transferred  pursuant  to Rule 144 thereunder.  Whenever such restrictions shall
cease  and  terminate  as to any Notes or such Notes shall be transferable under
paragraph  (k) of Rule 144, the holder thereof shall be entitled to receive from
the  Company, without expense, new certificates not bearing the legend set forth
in  Section  9.2  hereof.
    ------------

     9.4     Note  Legend Relating to Subordination.
             --------------------------------------
Each  Note  shall  bear  a legend in substantially the following form:

"THIS  NOTE  AND  THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO
THE  INDEBTEDNESS  (INCLUDING  INTEREST)  OWED  BY  THE COMPANY PURSUANT TO THAT
CERTAIN  THIRD  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  BY  AND AMONG BANK OF
AMERICA,  N.A.,  AS AGENT, VARIOUS FINANCIAL INSTITUTIONS AND THE COMPANY, DATED
JUNE  5,  1998,  AND THAT CERTAIN AMENDED AND RESTATED NOTE AND WARRANT PURCHASE
AGREEMENT  BY  AND  BETWEEN  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND THE
COMPANY,  DATED  JUNE 5, 1998 AND ANY AMENDMENTS, MODIFICATIONS AND REPLACEMENTS
THERETO;  AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE
BOUND  BY  THE  SUBORDINATION  PROVISIONS;  AND  A  COPY  OF  THE  SUBORDINATION
PROVISIONS  SHALL  BE AVAILABLE UPON REQUEST TO THE COMPANY BY THE HOLDER HEREOF
WITHOUT  CHARGE."

     9.5     Note  Legend Relating to Original Issue Discount.
             ------------------------------------------------
Each  Note  shall  bear  a  legend  in substantially  the  following  form:

"THIS SECURITY BEARS ORIGINAL ISSUE DISCOUNT.  UPON WRITTEN REQUEST TO THE CHIEF
EXECUTIVE  OFFICER  OF  U.S.  AGGREGATES,  INC., INFORMATION REGARDING THE ISSUE
PRICE,  AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL
BE  MADE  AVAILABLE."

SECTION  10.     MISCELLANEOUS

     10.1     Expenses.  Whether  or  not  the  transactions
              --------
contemplated hereby shall be consummated, the Company agrees to promptly pay (i)
all  the  actual  and  reasonable  costs  and  expenses  of  preparation of this
Agreement  and  related  documents,  and  of  the  Company's  performance of and
compliance with all agreements and conditions contained herein on its part to be
performed or complied with, (ii) the reasonable fees, expenses and disbursements
of counsel to the Lender in connection with the negotiation, preparation, and/or
execution of the Documents and with the review of other documents related to the
Transactions,  and  any amendments and waivers hereto or thereto and (iii) after
the  occurrence  of  an  Event  of  Default,  all  costs and expenses (including
reasonable  attorneys' fees) incurred by the Lender in enforcing any obligations
of  or  in  collecting any payments due hereunder or under the Note by reason of
such  Event of Default or in connection with any refinancing or restructuring of
the  credit  arrangements  provided  under  this  Agreement  in  the nature of a
workout,  or  any  insolvency  or  bankruptcy  proceedings.

     10.2     Indemnity.
              ---------

     10.2.1.     General.  In  addition  to  the payment of expenses pursuant to
                 -------
Section  10.1,  whether  or  not  the  transactions contemplated hereby shall be
-------------
consummated, the Company (as "Indemnitor") agrees to indemnify, pay and hold the
                              ----------
Lender,  and  the  officers, directors, employees, agents, and Affiliates of the
Lender (collectively called the "Indemnitees") harmless from and against any and
                                 -----------
all  other  liabilities,  costs,  expenses  liabilities,  obligations,  losses,
damages,  penalties,  actions, judgments, suits, claims and disbursements of any
kind  or  nature  whatsoever (including, without limitation, the reasonable fees
and  disbursements  of  one  counsel for such Indemnitees in connection with any
investigative,  administrative  or  judicial proceeding commenced or threatened,
whether  or  not such Indemnitee shall be designated a party thereto), which may
be  imposed  on, incurred by, or asserted against that Indemnitee, in any manner
relating  to  or arising out of this Agreement, the Notes or the other documents
related  to the Transactions, the Lender's agreement to make the Loan or the use
or  intended  use  of the proceeds of any of the proceeds thereof to the Company
(the "Indemnified Liabilities"); provided that the Indemnitor shall not have any
      -----------------------    -------- ----
obligation  to  an Indemnitee hereunder with respect to an Indemnified Liability
to  the  extent that such Indemnified Liability arises from the bad faith, gross
negligence  or  willful  misconduct  of  that  Indemnitee  or  the breach of any
agreement of that Indemnitee by that Indemnitee.  Each Indemnitee shall give the
Indemnitor  prompt  written  notice  of  any  claim  that  might  give  rise  to
Indemnified  Liabilities  setting  forth a description of those elements of such
claim  of which such Indemnitee has knowledge; provided that any failure to give
                                               -------- ----
such  notice shall not affect the obligations of the Indemnitor unless (and then
solely  to the extent) such Indemnitor is prejudiced.  The Indemnitor shall have
the  right  at  any time during which such claim is pending to select counsel to
defend  and control the defense thereof and settle any claims for which they are
responsible for indemnification hereunder (provided that the Indemnitor will not
                                           -------- ----
settle  any  such  claim  without (i) the appropriate Indemnitee's prior written
consent  which  consent  shall not be unreasonably withheld or (ii) obtaining an
unconditional  release of the appropriate Indemnitee from all claims arising out
of  or in any way relating to the circumstances involving such claim) so long as
in any such event the Indemnitor shall have stated in a writing delivered to the
Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is
responsible  to  the  Indemnitee  with  respect  to such claim to the extent and
subject  to the limitations set forth herein; provided that the Indemnitor shall
                                              -------- ----
not  be  entitled  to  control the defense of any claim in the event that in the
reasonable  opinion of counsel for the Indemnitee there are one or more material
defenses  available to the Indemnitee which are not available to the Indemnitor;
provided,  further, that with respect to any claim as to which the Indemnitee is
--------   -------
controlling the defense, the Indemnitor will not be liable to any Indemnitee for
any  settlement  of  any  claim  pursuant  to this Section 10.2 that is effected
                                                   ------------
without  its  prior  written  consent.  To  the  extent  that the undertaking to
indemnify,  pay  and  hold  harmless  set forth in the preceding sentence may be
unenforceable  because  it  is  violative  of  any  law  or  public  policy, the
Indemnitor shall contribute the maximum portion which it is permitted to pay and
satisfy under applicable law, to the payment and satisfaction of all Indemnified
Liabilities  incurred  by the Indemnitees or any of them.  No Indemnitee (in its
capacity  as  the  Lender  or holder of the Warrants or Warrant Shares) shall be
liable  for  any  indirect  or  consequential  damages  in  connection  with its
activities  relating to this Agreement, the Notes or other documents relating to
the  Transactions.

     10.2.2.     Environmental  Liabilities.  Without limiting the generality of
                 --------------------------
the  indemnity  set  out  in  Section  10.2.1  above,  the Company shall defend,
                              ---------------
protect,  indemnify  and hold harmless the Lender and all other Indemnitees from
and  against  any and all actions, causes of action, suits, losses, liabilities,
damages,  injuries, penalties, fees, costs, expenses and claims of any and every
kind  whatsoever  paid, incurred or suffered by, or asserted against, the Lender
or  any other Indemnitee for, with respect to, or as a direct or indirect result
of,  the  past, present or future environmental condition of any property owned,
operated  or  used by the Company or any of its Subsidiaries, their predecessors
or  successors  or  of  any  offsite  treatment,  storage  or disposal location
associated  therewith,  including, without limitation, the presence on or under,
or  the  escape,  seepage,  leakage,  spillage, discharge, emission, release, or
threatened  release  into,  onto  or  from, any such property or location of any
toxic,  chemical  or  hazardous substance, material or waste (including, without
limitation,  any losses, liabilities, damages, injuries, penalties, fees, costs,
expenses  or  claims asserted or arising under CERCLA, any so-called "Superfund"
or  "Superlien" law, or any other federal, state, local or foreign statute, law,
ordinance,  code,  rule,  regulation, order or decree regulating, relating to or
imposing  liability  or  standards on conduct concerning, any toxic, chemical or
hazardous  substance,  material  or  waste), regardless of whether caused by, or
within  the  control  of,  the  Company  and  its  Subsidiaries.

     10.3     Amendments  and  Waivers.  No
              ------------------------
amendment, modification, termination, waiver or consent of any provision of this
Agreement,  shall  in  any event be effective without the written consent of the
Majority Holders and, so long as no Default or Event of Default has occurred and
is  continuing, the Company (which consent shall not be unreasonably withheld or
delayed);  provided  that  no  amendment,  modification,  termination, waiver or
           --------  ----
consent  of any provision of this Agreement, shall, unless in writing and signed
by  all  the Holders of Notes, do any of the following:  (a) increase or subject
the  Lender  to  any  additional  obligations,  (b)  reduce the principal of, or
interest  on the Notes or any fees, premiums or other amounts payable hereunder,
(c)  postpone  any  date  fixed  for  any payment of principal of, or premium or
interest  on,  the  Notes  or any fees or other amounts payable hereunder (other
than  as  a  result  of  a Default or Event of Default giving rise to a right of
acceleration, which shall be by written consent of the Majority Holders), or (d)
amend  this  Section 10.3.  Any waiver or consent shall be effective only in the
             ------------
specific  instance  and  for  the  specific  purpose for which it was given.  No
notice  to or demand on the Company in any case shall entitle the Company to any
further  notice  or  demand  in  similar or other circumstances.  Any amendment,
modification,  termination,  waiver  or consent effected in accordance with this
Section  10.3 shall be binding upon each Lender at the time outstanding and each
-------------
future  holder  thereof.

     10.4     Independence  of Covenants.  All
              --------------------------
covenants  hereunder  shall  be given independent effect so that if a particular
action  or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or be otherwise within the limitation of,
another  covenant  shall  not  avoid  the  occurrence  of an Event of Default or
Default  if  such  action  is  taken  or  condition  exists.

     10.5     Notices.  All  notices,  demands  or  other
              -------
communications  to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and delivered personally, mailed by certified
or  registered  mail,  return  receipt requested and postage prepaid, sent via a
nationally  recognized  overnight  courier,  or  via  facsimile.  Such  notices,
demands  and  other  communications will be sent to the address indicated below:

     If  to  the  Company:
     --------------------

     U.S.  Aggregates,  Inc.
     400  South  El  Camino  Real
     Suite  500
     San  Mateo,  California  94402
     Attention:  Chief  Financial  Officer

     If  to  the  Lender:
     --------------------

     Golder,  Thoma,  Cressey,  Rauner  Fund  IV,  L.P.
     6100  Sears  Tower
     Chicago,  Illinois  60606-6402
     Attention:  David  A.  Donnini

or  such other address or to the attention of such other Person as the recipient
party  shall  have  specified by prior written notice to the sending party.  Any
such  communication shall be deemed to have been received (i) when delivered, if
personally  delivered or sent by nationally recognized overnight courier or sent
via  facsimile or (ii) on the third Business Day following the date on which the
piece  of  mail  containing such communication is posted if sent by certified or
registered  mail.

     10.6     Survival  of Warranties and Certain Agreements.
              ----------------------------------------------

     10.6.1.     All  agreements,  representations  and  warranties  made herein
shall survive the execution and delivery of this Agreement and the execution and
delivery  of  the Notes, and shall continue until the repayment of the Notes and
the  Loan  Obligations in full; provided that if all or any part of such payment
                                -------- ----
is set aside, the representations and warranties contained herein shall continue
for  the applicable statute of limitations period as if no such payment had been
made.

     10.6.2.     Notwithstanding anything in this Agreement or implied by law to
the  contrary, the agreements of the Company set forth in Sections 10.1 and 10.2
                                                          ----------------------
shall  survive  the  payment of the Notes and the termination of this Agreement.

     10.7     Failure  or  Indulgence  Not  Waiver;  Remedies  Cumulative.
              -----------------------------------------------------------
No failure or delay on
the  part  of  the  Lender  in  the  exercise  of  any power, right or privilege
hereunder  or  under the Notes shall impair such power, right or privilege or be
construed  to  be a waiver of any default or acquiescence therein, nor shall any
single  or partial exercise of any such power, right or privilege preclude other
or  further  exercise  thereof  or  of any other right, power or privilege.  All
rights and remedies existing under this Agreement or the Notes are cumulative to
and  not  exclusive  of,  any  rights  or  remedies  otherwise  available.

     10.8     Severability.  If  and to the extent that any
              ------------
provision  in  this  Agreement  or  the  Notes  shall  be  invalid,  illegal  or
unenforceable  in any jurisdiction, the validity, legality and enforceability of
the  remaining  provisions  of the Agreement or obligations of the Company under
such  provisions,  or of such provision or obligation in any other jurisdiction,
or  of  such provision to the extent not invalid, illegal or unenforceable shall
not  in  any  way  be  affected  or  impaired  thereby.

     10.9     Heading.  Section  and subsection headings in this
              -------
Agreement  are  included  herein for convenience of reference only and shall not
constitute  a  part  of  this  Agreement  for  any other purpose or be given any
substantive  effect.

     10.10     Applicable  Law.  This Agreement shall be
               ---------------
governed by, and shall be construed and enforced in accordance with, the laws of
the  State  of  Illinois  without regard to the principles of conflicts of laws.

     10.11     Successors  and  Assigns;  Subsequent Holders of Notes.
               ------------------------------------------------------
This Agreement shall be binding upon
the  parties  hereto and their respective successors and assigns and shall inure
to  the  benefit  of  the  parties  hereto and the successors and assigns of the
Lender.  The  terms  and  provisions  of  this  Agreement  and  all certificates
delivered  pursuant  hereto  shall  inure  to  the  benefit  of  any assignee or
transferee  of  the  Notes, to the extent the assignment is permitted hereunder,
and  in  the  event  of  such  transfer or assignment, the rights and privileges
herein  conferred upon the Lender shall automatically extend to and be vested in
such  transferee  or  assignee,  all subject to the terms and conditions hereof.
The  Company's  rights  or any interest therein or hereunder may not be assigned
without  the  written  consent  of  the  Majority  Holders.

     10.12     Consent  to  Jurisdiction  and  Service of Process.
               --------------------------------------------------
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
THE  COMPANY  WITH  RESPECT TO THIS AGREEMENT OR ANY NOTES MAY BE BROUGHT IN ANY
STATE  OR  FEDERAL  COURT  OF  COMPETENT  JURISDICTION  IN THE STATE OF ILLINOIS
LOCATED  IN  THE CITY OF CHICAGO, ILLINOIS AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT  THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY  AND  UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY  AGREES  TO  BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH  THIS  AGREEMENT SUBJECT, HOWEVER, TO RIGHTS OF APPEAL.  THE COMPANY HEREBY
IRREVOCABLY  CONSENTS  TO THE SERVICE OF COPIES OF ANY SUMMONS AND COMPLAINT AND
ANY  OTHER  PROCESS  WHICH  MAY  BE  SERVED  IN ANY SUCH ACTION OR PROCEEDING BY
CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  OR  BY  DELIVERING A COPY OF SUCH
PROCESS TO SUCH PARTY, AT ITS ADDRESS SPECIFIED IN SECTION 10.5, OR BY ANY OTHER
                                                   ------------
METHOD  PERMITTED  BY  APPLICABLE LAW.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO
SERVE  PROCESS  IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF
THE  LENDER  TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION.

     10.13     Waiver  of Jury Trial.  EACH OF THE
               ---------------------
PARTIES  HERETO  HEREBY  WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW,
TRIAL  BY  JURY  IN  ANY  LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION
WITH,  OR  ARISING  OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE VALIDITY,
PROTECTION,  INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.  NOTWITHSTANDING
ANYTHING  CONTAINED  IN  THIS AGREEMENT TO THE CONTRARY, NO CLAIM MAY BE MADE BY
THE  COMPANY AGAINST THE LENDER FOR ANY LOST PROFITS OR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL  DAMAGES  IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (OTHER THAN
WILLFUL MISCONDUCT CONSTITUTING ACTUAL FRAUD) IN CONNECTION WITH, ARISING OUT OF
OR  IN  ANY  WAY RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE
OTHER  DOCUMENTS,  OR  ANY  ACT,  OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION
THEREWITH;  THE  COMPANY  HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY
SUCH  CLAIM FOR ANY SUCH DAMAGES.  THE COMPANY AGREES THAT THIS SECTION 10.13 IS
                                                                -------------
A  SPECIFIC  AND  MATERIAL  ASPECT  OF  THIS AGREEMENT AND ACKNOWLEDGES THAT THE
LENDER  WOULD  NOT  EXTEND  TO  THE COMPANY ANY MONIES HEREUNDER IF THIS SECTION
                                                                         -------
10.13  WERE  NOT  PART  OF  THIS  AGREEMENT.
    -

     10.14     Counterparts;  Effectiveness.  This  Agreement
               ----------------------------
and  any  amendments,  waivers,  consents  or supplements may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each  of  which  when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
This Agreement shall become effective upon the execution of a counterpart hereof
by  each  of  the parties hereto, and written or telephonic notification of such
execution and authorization of delivery thereof has been received by the Company
and  the  Lender.

     10.15     Entirety.  This  Agreement and the Subordinated
               --------
Loan  Documents  embody the entire agreement among the parties and supersede all
prior  agreements  and  understandings,  if  any, relating to the subject matter
hereof  and  thereof.

                                    * * * * *


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Junior Subordinated
Loan  Agreement to be executed by the respective duly authorized officers of the
undersigned  and  by  the  undersigned  as  of  the  date  first  written above.


U.S.  AGGREGATES,  INC.


By: /s/ James A. Harris
Name: James A. Harris
Its: Chief Executive Officer



GOLDER,  THOMA,  CRESSEY,  RAUNER  FUND  IV,  L.P.

By:     GTCR  IV,  L.P.
Its:    General  Partner

By:     Golder,  Thoma,  Cressey,  Rauner,  Inc.
Its:    General  Partner

By: /s/ David A. Donnini
Name: David A. Donnini
Its:  Principal



<PAGE>


                                List of Exhibits
                                ----------------

Exhibit  A     Definitions
Exhibit  B     Form  of  Note



<PAGE>


                                                       EXHIBIT  A



                          DEFINITIONS

     "Act"  has  the meaning set forth in Section  9.2.2  to  the
Agreement.

     "Affiliate,"  as  applied  to any Person,  means  any  other
Person  directly  or indirectly controlling,  controlled  by,  or
under common control with, that Person.  For the purposes of this
definition,  "control" (including with correlative meanings,  the
terms  "controlling," "controlled by" and "under  common  control
with"), as applied to any Person, means the possession, directly,
indirectly or beneficially, of the power to direct or  cause  the
direction of the management and policies of that Person,  whether
through  the  ownership of voting securities or  by  contract  or
otherwise.

     "Agreement"  means this Junior Subordinated Loan  Agreement,
as from time to time in effect, of which this Exhibit is a part.

     "Amendments"  shall  mean (a) the  Sixth  Amendment  to  the
Senior  Loan  Agreement,  dated as of  April  18,  2001  and  (b)
Amendment No. 4 to the Senior Subordinated Loan Agreement,  dated
as of April 18, 2001.

     "Bankruptcy Code" means Title 11 of the United States  Code,
as now and hereafter in effect, or any successor statute.

     "Board" means the Board of Directors of the Company.

     "Borrowers' Certificate" means, as applied to any company, a
certificate executed on behalf of such company by its chairman of
the  board  (if  an  officer), its chief executive  officer,  its
president  or one of its vice presidents and its Chief  Financial
Officer   or   its  treasurer;  provided  that  every  Borrowers'
Certificate  with  respect  to the compliance  with  a  condition
precedent  to the making of loans hereunder shall include  (i)  a
statement  that  the officer or officers making  or  giving  such
Borrowers'   Certificate  have  read  such  condition   and   any
definitions  or  other  provisions contained  in  this  Agreement
relating thereto, (ii) a statement of the signers that they  have
made  or have caused to be made such examination or investigation
as  they  deem  necessary to enable them  to  certify  that  such
condition has been complied with, and (iii) a statement that such
condition has been complied with.

     "Business Day" means any day excluding Saturday, Sunday  and
any day which is a legal holiday under the laws of the States  of
Illinois  or  is a day on which banking institutions  located  in
Chicago,  Illinois are authorized or required  by  law  or  other
governmental action to close.

     "Capitalized Interest" has the meaning set forth in  Section
3.2.1 to the Agreement.

     "CERCLA"  means  the  Comprehensive Environmental  Response,
Compensation and Liability Act of 1980 ("CERCLA"), as amended, or
any other Environmental and Safety Requirements.

     "Chief  Financial Officer" means the highest ranking officer
of  any  company then in charge of the financial matters of  such
company.

     "Closing"  has the meaning set forth in Section 2.4  to  the
Agreement.

     "Closing Date" has the meaning set forth in Section  2.4  to
the Agreement.

     "Code"  means the Internal Revenue Code of 1986, as amended,
or any successor statute.

     "Common Stock" means the Company's Common Stock, par  value,
$.01 per share.

     "Company" has the meaning set forth in the preamble to  this
Agreement.

     "Default"  means  any  event, act or  condition  which  with
notice  or lapse of time, or both, would constitute an  Event  of
Default.

     "Documents"   means   the   Senior   Loan   Documents,   the
Subordinated Loan Documents, the Warrant Agreement, the  Warrants
and  all  documents, certificates and agreements  delivered  with
respect  thereto,  in  each case, together  with  any  schedules,
exhibits, appendices or other attachments thereto.

     "Environmental  and  Safety  Requirements"  shall  mean  all
federal,   state,   local  and  foreign  statutes,   regulations,
ordinances  and other provisions having the force  or  effect  of
law,  all  judicial and administrative orders and determinations,
all  contractual  obligations and all common law,  in  each  case
concerning public health and safety, worker health and safety and
pollution  or  protection of the environment (including,  without
limitation,  all those relating to the presence, use, production,
generation,  handling, transport, treatment,  storage,  disposal,
distribution, labeling, testing, processing, discharge,  release,
threatened  release,  control  or cleanup  of  any  hazardous  or
otherwise  regulated  materials, substances or  wastes,  chemical
substances  or  mixtures,  pesticides, pollutants,  contaminants,
toxic  chemicals,  petroleum products  or  byproducts,  asbestos,
polychlorinated biphenyls, noise or radiation).

     "Event of Default" has the meaning set forth in Section 7 of
the Agreement.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

     "FRB"  means  the Board of Governors of the Federal  Reserve
System or any successor thereto.

     "GAAP"  means  generally accepted accounting principles  set
forth from time to time in the opinions and pronouncements of the
Accounting  Principles  Board  and  the  American  Institute   of
Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board  (or  agencies  with
similar functions of comparable stature and authority within  the
U.S.   accounting  profession),  which  are  applicable  to   the
circumstances as of the date of determination.

     "Holder" has the meaning set forth in Section 9.1.1  of  the
Agreement.

     "Indemnified  Liabilities" has  the  meaning  set  forth  in
Section 10.2.1 of the Agreement.

     "Indemnitees" has the meaning set forth in Section 10.2.1 of
the Agreement.

     "Indemnitors" has the meaning set forth in Section 10.2.1 of
the Agreement.

     "Interest Payment Date" has the meaning set forth in Section
3.2.2 of the Agreement.

     "Interest Period" has the meaning set forth in Section 3.2.2
of the Agreement.

     "Lender"  has the meaning set forth in the preamble  to  the
Agreement, and shall also mean any assignees of the Note pursuant
to Section 9 of the Agreement.

     "Loan" and "Loans" have the meaning set forth in Section 2.1
of the Agreement.

     "Loan  Obligations"  mean any and  all  obligations  of  the
Company under the Subordinated Loan Documents, including, without
limitation, the obligation to pay principal, interest,  expenses,
attorneys' fees and disbursements, indemnities and other  amounts
payable thereunder or in connection therewith or related thereto.

     "Majority Holders" means the holders of more than 50% of the
aggregate principal amount of the Note or Notes then outstanding.

     "Margin  Stock"  means  any "margin  stock"  as  defined  in
Regulation U.

     "Material  Adverse Effect" means a material  adverse  change
in,  or  a material adverse effect on, (a) the business,  assets,
property,  operations, results, prospects or condition (financial
or  otherwise)  of the Company and its Subsidiaries  taken  as  a
whole  or  (b) the validity or enforceability of the  Agreements,
the  Note, the Warrants, the Warrant Agreement, or the rights  or
remedies, taken as a whole, of the Lender thereunder.

     "Maturity Date" means the date which is the later of (a) the
one  year anniversary of the Closing Date and (b) the earlier  to
occur  of  (i)  the latest scheduled maturity of the subordinated
indebtedness  owing  by  the  Company  pursuant  to  the   Senior
Subordinated Loan Agreement and (ii) 120 days after the later  to
occur  of  (x) payment in full in cash of all of the subordinated
indebtedness  owing  by  the  Company  pursuant  to  the   Senior
Subordinated Loan Agreement and (y) payment in full  in  cash  of
all indebtedness owing by the Company pursuant to the Senior Loan
Agreement.

     "Maximum Accrual" has the meaning set forth in Section 3.2.2
of the Agreement.

     "Note"  has  the  meaning set forth in Section  3.1  of  the
Agreement.

     "Person"  means and includes natural persons,  corporations,
limited   partnerships,  limited  liability  companies,   general
partnerships,    joint   stock   companies,    joint    ventures,
associations,  companies, trusts, banks,  trust  companies,  land
trusts,  business trusts or other organizations, whether  or  not
legal  entities,  and  governments  and  agencies  and  political
subdivision thereof.

     "Property"  means any interest in any kind  of  property  or
asset,   whether  real,  personal  or  mixed,  or   tangible   or
intangible.

     "Regulations U and X" means Regulations U and X of  the  FRB
as in effect from time to time.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended from time to time.

     "Security"  means,  collectively,  all  shares   of   stock,
membership   interests,  membership  units  or  other   ownership
interests in any other Person.

     "Senior  Indebtedness" means all obligations of the  Company
now  or hereafter incurred pursuant to the Senior Loan Documents,
including   any   increase,  refinancing,   refunding,   renewal,
extension or replacement thereof permitted hereunder, whether for
principal,  premium (if any), interest, fees or expenses  payable
thereon or pursuant thereto.

     "Senior  Lenders" has the meaning set forth in the  Recitals
to the Agreement.

     "Senior  Loan  Agreement" has the meaning set forth  in  the
Recitals to the Agreement, together with any schedules, exhibits,
appendices or other attachments thereto, as such agreement may be
amended,  restated, extended, renewed, supplemented,  refinanced,
replaced or otherwise modified from time to time.

     "Senior Loan Documents" means, collectively, the Senior Loan
Agreement,  the Senior Subordinated Loan Agreement,  the  related
security agreements, guarantees, pledge agreements, notes and the
other  documents executed in connection therewith, and each other
document or instrument executed by the Company, any Subsidiary of
the  Company  or  any  other obligor under  any  such  documents,
including   any   schedules,  exhibits,   appendices   or   other
attachments thereto.

     "Senior  Subordinated Loan Agreement" has  the  meaning  set
forth  in  the  Recitals  to  the Agreement,  together  with  any
schedules, exhibits, appendices or other attachments thereto,  as
such  agreement  may  be  amended, restated,  extended,  renewed,
supplemented,  refinanced, replaced or  otherwise  modified  from
time to time.

     "Subordinated  Loan  Documents"  means,  collectively,  this
Agreement,  the  Note, the Warrant Agreement  and  the  Warrants,
including all exhibits, schedules and other attachments thereto.

     "Subsidiary"   means,  with  respect  to   any   Person,   a
corporation,  partnership,  limited liability  company  or  other
entity  of  which such Person and/or its other Subsidiaries  own,
directly  or  indirectly, such number of  outstanding  shares  or
other  ownership interests as have more than 50% of the  ordinary
voting  power for the election of directors or other managers  of
such   entity.   Unless  the  context  otherwise  requires,  each
reference  to  Subsidiaries  herein  shall  be  a  reference   to
Subsidiaries of the Company.

     "Transactions" means those transactions contemplated by  the
Documents.

     "Voting Stock" means Securities of any class or classes of a
corporation or limited liability company or any other entity  the
holders of which are ordinarily, in the absence of contingencies,
entitled  to  elect  a  majority of the corporate  directors  (or
Persons performing similar functions).

     "Warrant  Agreement"  has  the  meaning  set  forth  in  the
Recitals to the Agreement.

     "Warrant  Shares" has the meaning set forth in the  Recitals
to the Agreement.

     "Warrants" has the meaning set forth in the Recitals to  the
Agreement.

     "Weighted  Average Life to Maturity" means, when applied  to
any  debt  at any date, the number of years obtained by  dividing
(a)  the  sum  of  the products obtained by multiplying  (x)  the
amount  of each then remaining installment, sinking fund,  serial
maturity  or  other  required payments  of  principal,  including
payment at final maturity, in respect thereof, by (y) the  number
of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (b) the then
outstanding principal amount of such debt.