exv10w2



 




Exhibit 10.2


			
	Wells Fargo Bank, N.A.

Financial Products
	 	Trade ID: SW20041038 






TERMINATION AGREEMENT




	 	 	 
	To:

	 	United States Lime & Minerals, Inc.
	 

	 	Attention: Mike Owens
	 

	 	13800 Montfort Drive, Suite 330
	 

	 	Dallas, TX 75240
	 

	 	Telephone: (972) 991-8400
	 

	 	Fax: (972) 385-1340
	 
	 	 
	From:

	 	Wells Fargo Bank, N.A.
	 

	 	417 Montgomery Street, Suite 500
	 

	 	MAC A0108-050
	 

	 	San Francisco, CA 94104
	 

	 	Telephone: (877) 240-0795
	 

	 	Fax: (415) 646-9166






Date: October 17, 2005



THIS
TERMINATION AGREEMENT (“Agreement”) is entered into by and between Wells Fargo Bank, N.A.
(“Party A”), and United States Lime & Minerals, Inc., a Texas corporation (“Party B”).



WHEREAS, Party A and Party B have entered into that certain Swap transaction dated as of August
26, 2004 (“Transaction”), as referenced by Transaction
number SW2004_1038 and as evidenced by that
certain confirmation relating thereto (“Confirmation”), and;



WHEREAS , Party A and Party B, desire to terminate the Transaction effective as of October 14,
2005.



NOW THEREFORE, in consideration of the mutual terms and conditions of that certain Interest Rate
Swap Agreement, dated as of August 26, 2004 by and between Party A and Party B. Both parties hereto
agree as follows:





	 	1.	 	Party A hereby confirms its consent to such termination.
	 
	 	2.	 	Party B hereby confirms its consent to such termination.
	 
	 	3.	 	As consideration for the termination of the Swap Transaction,
United States Lime & Minerals,
Inc and Party A have entered into a Transaction evidenced by an Amended and Restated
Confirmation dated October 14, 2005, a Termination Date of December 31, 2015, a Notional
Amount of USD 40,000,000.00 and a Fixed Rate of 4.695%.
	 
	 	 	 	In consideration of the terms contained in this Termination Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by each of the
parties), Party A and Party B are hereby released and discharged from further obligations to each
other with respect to the Transaction or Transactions referenced above; and their respective
rights against each other are cancelled, provided that such release and discharge shall not affect any rights, liabilities or
obligations with respect to payments or other obligations due and payable on or prior to the
effective date of this Termination.
	 
	 	4.	 	Miscellaneous:






	 	a.	 	Definitions. Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings specified for such terms in the Master Agreement.
	 
	 	b.	 	Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties
with respect to its subject matter and supersedes all oral communication and prior writings
(except as otherwise provided herein) with respect thereto.
	 
	 	c.	 	Counterparts. This Agreement may be executed and delivered in counterparts (including by facsimile transmission), each of
which will be deemed an original.
	 
	 	d.	 	Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of California (without reference to choice
of law doctrine).





 









 



IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates specified
below with effect from the date specified.




	 	 	 	 
	Wells Fargo Bank, N.A. 

 	 
	By:  	/s/ Martha Burke
 	 
	Name: 	      Martha Burke 	 
	Its: 	
       Authorized Signatory 	 
	 




Accepted and confirmed as of the Trade Date:




United States Lime & Minerals, Inc.,

a Texas corporation





	 	 	 	 
	 	 	 
	By:  	/s/
M. Michael Owens	 
	Name:  	M. Michael Owens 	 
	Its: 	VP & CFO