exv10w1



 





Exhibit 10.1




EXECUTION COPY




SECOND AMENDMENT TO CREDIT AGREEMENT




     This Second Amendment to Credit Agreement (the “Amendment”), dated as of October 19,
2005, is among UNITED STATES LIME & MINERALS, INC., a Texas corporation (the “Borrower”),
the financial institutions and other lenders listed on the signature pages hereof (such financial
institutions and lenders, together with their respective successors and assigns, are referred to
hereinafter each individually as a “Lender” and collectively as “Lenders”), and
WELLS FARGO BANK, N.A., as administrative agent for the Lenders (the “Administrative
Agent”).



RECITALS:




     A. The Borrower, certain of the Lenders and the Administrative Agent entered into that certain
Credit Agreement dated as of August 24, 2004, as amended by First Amendment to Credit Agreement
dated as of August 31, 2005 (said Credit Agreement as amended, extended, renewed or restated from
time to time, the “Agreement”).



     B. The Borrower has requested certain amendments to the Agreement to, among other things, (a)
increase the Aggregate Commitments, (b) add National City Bank (the “New Lender”) as a
Lender under the Agreement, and (c) modify certain covenants.



     C. The Lenders, the Administrative Agent and the Swing Line Lender hereby agree to amend the
Agreement on and subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



ARTICLE I




Definitions




     1.1 Definitions. Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meanings as in the Agreement as amended hereby, and
all references to “Sections,” “clauses,” “Articles,” “Exhibits,” and “Schedules” are references to
the Agreement’s sections, clauses, articles, exhibits and schedules.



ARTICLE II




Amendment




     2.1 Amendments to Section 1.01. Section 1.01 is amended as follows:




     (a) The following definitions are added to Section 1.01 in appropriate alphabetical order:




     “Multiple Advance Funding Termination Date” means December 31, 2006.



 









 






     “Multiple Advance Term Commitment” means, as to each Lender, its obligation to
make a Multiple Advance Term Loan to the Borrower pursuant to Section 2.02A, in
aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.02A (collectively, the “Aggregate Multiple Advance Term
Commitments”).




     “Multiple Advance Term Commitment Fee” has the meaning specified in Section
2.10(a).




     “Multiple Advance Term Loan” has the meaning specified in Section
2.02A.




     “Multiple Advance Term Loan Borrowing” means a Borrowing by the Borrower
consisting of Multiple Advance Term Loans of the same Type and having the same Interest
Period made by each of the Lenders pursuant to Section 2.02A.




     “Multiple Advance Term Loan Note” means a promissory note made by the Borrower
in favor of a Lender evidencing Multiple Advance Term Loans made by such Lender,
substantially in the form of Exhibit L.




     “Multiple Advance Term Loan Notice” means a notice of (a) a Multiple Advance
Term Loan Borrowing, (b) a conversion of Multiple Advance Term Loans from one Type to the
other, or (c) a continuation of Multiple Advance Term Loans as the same Type, pursuant to
Section 2.03(a), which, if in writing, shall be substantially in the form of
Exhibit M.




     “Multiple Advance Term Maturity Date” means (a) December 31, 2015, or (b) such
earlier date as (i) the Obligations become due and payable pursuant to this Agreement
(whether by acceleration, prepayment in full, scheduled reduction or otherwise) or (ii)
there shall exist an Event of Default under Section 8.01(f) of this Agreement.




     “Multiple Advance Term Pro Rata Share” means, with respect to each Lender at
any time, a fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Multiple Advance Term Commitment of such Lender
at such time and the denominator of which is the amount of the Aggregate Multiple Advance
Term Commitments at such time; provided that if the Commitment of each Lender to
make Multiple Advance Term Loans have been terminated pursuant to Section 8.02, then
the Multiple Advance Term Pro Rata Share of each Lender shall be a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is the
Outstanding Amount of Multiple Advance Term Loans owed to such Lender and the denominator of
which is the Outstanding Amount of Multiple Advance Term Loans owed to all Lenders. The
initial Multiple Advance Term Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.02A or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.




     “Quarterly Payment Date” shall mean the last Business Day of each Fiscal
Quarter.



2









 





     “Second Amendment” means the Second Amendment to Credit Agreement dated as of
October 19, 2005.




     “Second Amendment Closing Date” means October 20, 2005.




     (b) The definition of “Aggregate Commitments” is amended by substituting a
comma for the word “and” found therein and by adding the following at the end thereof: “and
the Aggregate Multiple Advance Term Commitments.”;




     (c) The pricing grid found in the definition of “Applicable Rate” is amended to
read as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Revolving	 	 	 	 
	 	 	 	 	Commitment	 	 	 	 
	 	 	 	 	Fee and	 	 	 	 
	 	 	 	 	Multiple	 	 	 	 
	 	 	 	 	Advance	 	 	 	 
	 	 	 	 	Term	 	LIBOR for	 	 
	Pricing	 	 	 	Commitment	 	Loans and	 	Base Rate
	Level	 	Adjusted Cash Flow Leverage Ratio	 	Fee	 	Letters of Credit	 	for Loans
	I

	 	Less than 1.25 to 1.00
	 	 	0.200	%	 	 	1.250	%	 	 	-0.500	%
	II

	 	Greater than or equal to 1.25 to
1.00 but less than 1.75 to 1.00
	 	 	0.250	%	 	 	1.500	%	 	 	-0.250	%
	III

	 	Greater than or equal to 1.75 to
1.00 but less than 2.25 to 1.00
	 	 	0.250	%	 	 	1.750	%	 	 	0.000	%
	IV

	 	Greater than or equal to 2.25 to
1.00 but less than 2.75 to 1.00
	 	 	0.250	%	 	 	2.000	%	 	 	0.000	%
	V

	 	Greater than or equal to 2.75 to
1.00 but less than 3.25 to 1.00
	 	 	0.300	%	 	 	2.250	%	 	 	0.250	%
	VI

	 	Greater than or equal to 3.25 to 1.00
	 	 	0.350	%	 	 	2.500	%	 	 	0.500	%







     (d) The definition of “Borrowing” is amended by adding after each
reference to “Swing Line Borrowing,” the words “a Multiple Advance Term Loan Borrowing”.




     (e) The definition of “Credit Extension” is amended by relettering clause (d)
thereof as clause (e) and adding the following after clause (c) thereof: “, (d) a Multiple
Advance Term Loan Borrowing”.




     (f) The definition of “Excess Cash Flow” is amended by deleting therefrom the
number “3,500,000” and inserting in lieu thereof the number “4,000,000”.




     (g) The definition of “Fee Letter” is amended by adding after the word “of” the
following: “the Second Amendment to”.




     (h) The definitions of “Interest Payment Date” and “Interest Period”
are amended by inserting after each reference to “Revolving Maturity Date” the following:
“, Multiple Advance Term Maturity Date”;



3









 






     (i) The definition of “Interest Period” is amended by adding after the words
“Revolving Loan Notice” each time they appear the following: “, Multiple Advance Term Loan
Notice”.




     (j) The definitions of “Loan” and “Type” are amended by adding after
each reference to “Term Loan” the following: “, a Multiple Advance Term
Loan”.




     (k) The definition of “Notes” is amended by adding after the reference to
“Swing Line Note” the following: “, the Multiple Advance Term Loan
Note”.




     (l) The definition of “Outstanding Amount” is amended by inserting after the
words “Swing Line Loans” each time they appear the following: “, Multiple Advance Term
Loans”;




     (m) The definition of “Permitted Acquisition” is amended by deleting the word
“and” immediately before clause (iv) and by adding the following after clause (iv):




     and (v) if the Acquisition Consideration is greater than $10,000,000, prior to such
acquisition, the Administrative Agent shall have received from the Borrower a report of an
independent geologist, in form and substance reasonably satisfactory to the Administrative
Agent, that shows that there are sufficient mineable resources to support commercial
operations for in excess of 15 years.




     (n) The definition of “Pro Rata Share” is amended by adding after the words
“Revolving Pro Rata Share” the following: “, a Multiple Advance Term Pro Rata Share”.




     (o) The definition of “Request for a Credit Extension” is amended by deleting
the word “and” before clause (d) and adding the following after clause (d):




     and (e) with respect to a Multiple Advance Term Borrowing or conversion or continuation
of a Multiple Advance Term Loan Borrowing, a Multiple Advance Term Loan Notice.




     (p) The definition of “Required Lenders” is amended and restated in its
entirety to read as follows:




     “Required Lenders” means, as of any date of determination, two or more Lenders
having more than 66-2/3% of the Aggregate Commitments or, if the Commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, two or more Lenders holding in the aggregate
more than 66-2/3% of the Total Outstandings (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed
“held” by such Lender for purposes of this definition); provided that the
Commitments of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required
Lenders; and provided, further, that if there is only one Lender, the term
“Required Lenders” shall mean that Lender.



4









 






     (q) Clause (a) of the definition of “Revolving Maturity Date” is amended by
deleting the reference to “August 25, 2007” and inserting in lieu thereof the date “October
20, 2010”;




     (r) Clause (a) of the definition of “Term Maturity Date” is amended by deleting
the reference to “August 25, 2009” and inserting in lieu thereof the date “December 31,
2015”;



     2.2 Amendment to Section 2.02. Section 2.02 is amended by adding immediately before
the word “Closing” the words “Second Amendment” and by inserting at the end thereof the following:




     Term Loans made on the Second Amendment Closing Date are made, in part, in renewal,
extension and rearrangement, and not in novation or discharge, of Loans made on the Closing
Date.



     2.3 Amendment to Article II. Article II is amended by adding thereto a new section
reading as follows:




     Section 2.02A Multiple Advance Term Loans. Subject to the terms and conditions set
forth herein, each Lender severally agrees, from the Second Amendment Closing Date until the
Multiple Advance Term Funding Termination Date, to make loans (the “Multiple Advance
Term Loans”) to the Borrower, in one or more advances on a Business Day in an amount
equal to such Lender’s Multiple Advance Term Pro Rata Share of each Multiple Advance Term
Loan Borrowing; provided that (i) the aggregate amount of the Multiple Advance Term
Loans of each Lender shall not exceed such Lender’s Multiple Advance Term Commitment, and
(ii) the aggregate amount of the Multiple Advance Term Loan Borrowings made from the Second
Amendment Closing Date until the Multiple Advance Funding Termination Date shall not exceed
the Aggregate Multiple Advance Term Commitments. Amounts repaid on Multiple Advance Term
Loans may not be reborrowed.



     2.4 Amendment to Section 2.03. Section 2.03 is amended by adding after each reference
to “Revolving Loan Notice” (other than the reference in the proviso in the last sentence of Section
2.03(b)) the following: “, a Multiple Advance Term Loan Notice” and by adding after each reference
to “Revolving Pro Rata Share” the following: “, Multiple Advance Term Pro Rata Share”.



     2.5 Amendment to Section 2.03(e). Section 2.03(e) is amended by adding the following
after the words “Revolving Loans”: “, six with respect to Multiple Advance Term Loans”.



     2.6 Amendment to Section 2.06(a). Section 2.06(a) is amended by adding after each
reference to the words “Revolving Loans” the following: “, Multiple Advance Term Loans”.



     2.7 Amendment to Section 2.06(f). Section 2.06(f) is amended by adding after the
words “Term Loan” each time they appear the following: “and Multiple Advance Term Loans”.



5









 





     2.8 Amendment to Section 2.08. Clause (c) of Section 2.8 is deleted therefrom
and the following substituted in its entirety therefor:




     (c) To the extent not otherwise required to be paid earlier as provided herein, the
Borrower shall repay the principal of the Term Loans in thirty-nine (39) consecutive
principal installments of $833,333.33, such payments being due on each Quarterly Payment
Date commencing March 31, 2006, and the remaining principal balance being due on the Term
Maturity Date, subject to reduction after taking into account any prepayment of the Term
Loans pursuant to Section 2.06.




     (d) To the extent not otherwise required to be paid earlier as provided herein, the
Borrower shall repay the principal of the Multiple Advance Term Loan in thirty-five (35)
consecutive principal installments with each installment to be equal to 1/48th of
the principal outstanding thereon on January 1, 2007, such payments to be due on each
Quarterly Payment Date beginning March 31, 2007, and any remaining principal being due and
payable on the Multiple Advance Maturity Date subject to reduction after taking into account
any prepayment of Multiple Advance Term Loans pursuant to Section 2.06.



     2.9 Amendment to Section 2.10. Section 2.10 is amended by adding thereto a new
subsection reading as follows:




     ”(c) The Borrower shall pay to the Administrative Agent for the account of each Lender
with a Multiple Advance Term Commitment in accordance with its Multiple Advance Pro Rata
Share, a commitment fee (the “Multiple Advance Term Commitment Fee”) equal to the
Applicable Rate times the actual daily amount by which the Aggregate Multiple
Advance Term Commitments on such day exceeds the aggregate amount of Multiple Advance Term
Loan Borrowings made on or prior to such day. The Multiple Advance Term Commitment Fee
shall accrue at all times through the Multiple Advance Funding Termination Date, including
at any time during which one or more of the conditions in Article IV is not met, and
shall be due and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the Second
Amendment Closing Date, and on the Multiple Advance Funding Termination Date. The Multiple
Advanced Commitment Fee shall be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.”



     2.10 Amendment to Section 2.12. Section 2.12(a) is amended by adding after the
reference to “Revolving Loan Note” the following: “, a Multiple Advance Term Loan Note”.



     2.11 Amendment to Section 6.14. Section 6.14 is amended by deleting the references to
“September 10, 2005” and inserting in lieu thereof references to “September 30, 2005”.



     2.12 Amendment to Section 7.11. Clause (b) of Section 7.11 is amended and
restated in its entirety to read as follows:



6









 






     (b) Capital Expenditures in the ordinary course of business not exceeding (i)
$30,000,000 during Fiscal Year 2005, (ii) $30,000,000 during Fiscal Year 2006 and (iii)
$8,000,000 during any Fiscal Year after 2006.



     2.13 Amendment to Section 7.14. Clause (a) of Section 7.14 is amended by
adding the following at the end thereof:




     ”, in the case of any Fiscal Quarter ending on or before December 31, 2006, and 1.5 to
1.0, in the case of any Fiscal Quarter ending on or after March 31, 2007.”



     2.14 Further Amendment to Section 7.14. Clause (b) of Section 7.14 is amended
by deleting the existing table therefrom and substituting therefor the following table:



	 	 	 
	Fiscal Quarters Ending	 	Maximum Cash Flow Leverage Ratio
	Second Amendment Closing Date through
June 30, 2006

	 	4.00 to 1.00
	September 30, 2006 through December
31, 2006

	 	3.75 to 1.00
	March 31, 2007 and each Fiscal
Quarter thereafter

	 	3.50 to 1.00






     2.15 Amendment to Section 10.02. Section 10.02(d) is amended by adding after the
reference to “Revolving Loan Notices” the following: “, Multiple Advance Term Loan Notices”.



     2.16 Amendment to Section 10.06. Section 10.06(b)(ii) is amended by adding after the
reference to “Revolving Commitment” the following: “, its Multiple Advance Term Loan”.



     2.17 Amendment to Schedules. Each Schedule to the Agreement shall remain as in effect
on the Closing Date, except to the extent set forth on the Schedules to this Second Amendment.



     2.18 New Schedule. Schedule 2.02A is added to the Agreement in the form attached to
this Amendment.



     2.19 New Exhibits. Exhibits L and M attached to this Second Amendment are added to
the Agreement.



ARTICLE III




Conditions Precedent




     3.1 Conditions. The effectiveness of this Amendment is subject to satisfaction of the
following conditions precedent:



7









 






     (a) The Administrative Agent shall have received executed counterparts of this
Amendment from each party hereto.




     (b) The representations and warranties contained herein and in all other Loan
Documents, as amended hereby, other than those that relate to a specific date and were true
and correct on such date, shall be true and correct as of the date hereof as if made on the
date hereof.




     (c) No Default or Event of Default shall have occurred and be continuing.




     (d) The Administrative Agent shall have received a certified resolution of the Board of
Directors of the Borrower authorizing the execution, delivery and performance of this Second
Amendment, the new Notes and the replacement Notes, as applicable.




     (e) The Administrative Agent shall have received a duly executed (i) new Note for each
New Lender, (ii) replacement Note for each Lender whose Commitment is being amended by this
Second Amendment, and (iii) new Notes for each Lender to the extent of increased or new
commitments.




     (f) The Administrative Agent shall have received an opinion of the Borrower’s counsel
covering such matters as the Administrative Agent may reasonably request.




     (g) The Administrative Agent shall have received the fees provided for in the Fee
Letter.




     (h) The Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent and its counsel, such other documents, opinions, certificates and
instruments as the Administrative Agent shall reasonably require.



ARTICLE IV




Payments by Lenders; New Lenders




     4.1 On the Second Amendment Closing Date, each Lender shall, to the extent necessary, make a
payment to the Administrative Agent in an amount sufficient, upon the application of such payments
by all Lenders to the reduction of outstanding Loans held by the Lenders, to cause the principal
amount of Loans outstanding made by each Lender to be in the amount of its Pro Rata Share (after
giving effect to this Second Amendment) of all outstanding Loans.



     4.2 The Borrower hereby irrevocably authorizes each Lender to fund to the Administrative Agent
the payment required to be made pursuant to the immediately preceding sentence for application to
the reduction of the outstanding Loans held by the other Lenders. If, as a result of the repayment
of Loans provided for in this Article IV, any payment of LIBOR Loans occurs on a day which is not
the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent
for the benefit of any Lender holding a LIBOR Loan any loss or cost incurred by such Lender
resulting therefrom in accordance with Section 3.05 of the



8









 






Agreement to the extent a LIBOR Loan is paid on other than the last day of an Interest Period
as a result thereof. On the Second Amendment Closing Date, each New Lender and each Lender whose
Commitment is increased as a result of this Second Amendment, shall be deemed to have irrevocably
and unconditionally purchased and received, without recourse or warranty, an undivided
participation in all outstanding Swing Line Loans and L/C Obligations in accordance with its Pro
Rata Share (after giving effect to this Second Amendment).



     4.3 The parties hereto agree that the provisions of Section 10.06 of the Agreement shall not
be applicable to the addition of the New Lenders pursuant to this Second Amendment. Each New
Lender represents and warrants to the Administrative Agent as follows:




     (a) such New Lender has received a copy of the Agreement and all amendments thereto,
together with copies of the most recent financial statements of the Borrower delivered
pursuant thereto, and it is an Eligible Assignee;




     (b) it has the full power and authority and the legal right to make, deliver and
perform, and has taken all necessary action, to authorize the execution, delivery and
performance of the Agreement and this Second Amendment, and any and all other documents
delivered by it in connection herewith and to fulfill its obligations under, and to
consummate the transactions contemplated by, this Second Amendment and the other Loan
Documents, and no consent or authorization of, filing with, or other act by or in respect of
any Governmental Authority, is required in connection herewith or therewith;




     (c) under Applicable Laws no Tax will be required to be withheld by the Administrative
Agent or the Borrower with respect to any payments to be made to such New Lender under any
Loan Document, and no tax forms described in Section 3.01 of the Agreement are required to
be delivered by such New Lender; and




     (d) such New Lender has received and reviewed such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into this
Second Amendment and become a party to the Agreement. Such New Lender has independently and
without reliance upon the Administrative Agent or any other Person, and based on such
information as such New Lender has deemed appropriate, made its own credit analysis and
decision to enter into this Second Amendment and become a party to the Agreement. Such New
Lender will, independently and without reliance upon the Administrative Agent or any other
Lender, and based upon such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the
Agreement.



ARTICLE V




Ratifications, Representations and Warranties




     5.1 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Agreement and except as
expressly modified and superseded by this Amendment, the terms and provisions of the



9









 






Agreement are ratified and confirmed and shall continue in full force and effect. The
Borrower, the Lenders and the Administrative Agent agree that the Agreement as amended hereby shall
continue to be legal, valid, binding and enforceable in accordance with its terms.



     5.2 Representations and Warranties. The Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that (i) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in connection herewith
have been authorized by all requisite corporate action on the part of the Borrower and will not
violate the articles of incorporation or bylaws of the Borrower, (ii) the representations and
warranties contained in the Agreement, as amended hereby, and any other Loan Document are true and
correct on and as of the date hereof as though made on and as of the date hereof (excluding,
however, representations and warranties that relate to a specific date and were true and correct on
such date), (iii) no Default or Event of Default has occurred and is continuing, and (iv) the
Borrower is in full compliance with all covenants and agreements contained in the Agreement as
amended hereby.



ARTICLE VI




Miscellaneous




     6.1 Survival of Representations and Warranties. All representations and warranties
made in this Amendment or any other Loan Document including any Loan Document furnished in
connection with this Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by the Agent or the Lenders or any closing shall affect
the representations and warranties or the right of the Agent and the Lenders to rely upon them.



     6.2 Reference to Agreement. Each of the Loan Documents, including the Agreement and
any and all other agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference
to the Agreement as amended hereby.



     6.3 Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     6.4 Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of each Lender, the Administrative Agent and the Borrower and their respective successors
and assigns, except the Borrower may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each Lender.



     6.5 Effect of Waiver. No consent or waiver, express or implied, by the Agent or any
Bank to or for any breach of or deviation from any covenant, condition or duty by the Borrower



10









 






shall be deemed a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.



     6.6 Headings. The headings, captions, and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



     6.7 Non-Application of Chapter 346 of Texas Finance Code. The provisions of Chapter
346 of the Texas Finance Code are specifically declared by the parties not to be applicable to the
Agreement, this Amendment or any of the Loan Documents.



     6.8 Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment and the other instruments and documents to be delivered hereunder
(including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent
with respect thereto).



     6.9 Guarantor’s Acknowledgment. By signing below, each Guarantor (a) acknowledges,
consents and agrees to the execution, delivery and performance by the Borrower of this Amendment,
(b) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released,
diminished, waived, modified, impaired or affected in any manner by this Amendment or any of the
provisions contemplated herein and (ii) cover the Aggregate Commitments as increased by this
Amendment, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges and
agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.



     6.10 Execution in Counterparts. This Amendment 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 to be an original and all of which when taken together shall
constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof
(or signature page thereto) signed and transmitted by any Person party hereto to the Administrative
Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an
original. The signature of such Person thereon, for purposes hereof, is to be considered as an
original signature, and the counterpart (or signature page thereto) so transmitted is to be
considered to have the same binding effect as an original signature on an original document.



     6.11 Governing Law; Binding Effect. This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas applicable to agreements made and to be performed
entirely within such state, provided that each party shall retain all rights arising under federal
law, and shall be binding upon the parties hereto and their respective successors and assigns.



     6.12 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND



11









 






UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.



[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]




12









 







     Executed as of the date first written above.



	 	 	 	 	 
	 	BORROWER:



UNITED STATES LIME & MINERALS, INC.

 	 
	 	By:  	/s/ M. Michael Owens
 	 
	 	 	M. Michael Owens 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Administrative

Agent and a Lender

 	 
	 	By:  	/s/ Ralph C. Hamm III
 	 
	 	 	Ralph C. Hamm III 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	NATIONAL CITY BANK, as a Lender

 	 
	 	By:  	/s/ Kenneth S. Jamison
 	 
	 	 	Kenneth S. Jamison 	 
	 	 	Vice President 	 
	 




13









 





	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED TO:





ARKANSAS LIME COMPANY

 	 
	 	By:  	/s/ M. Michael Owens
 	 
	 	 	M. Michael Owens 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	COLORADO LIME COMPANY

 	 
	 	By:  	/s/ M. Michael Owens
 	 
	 	 	M. Michael Owens 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TEXAS LIME COMPANY

 	 
	 	By:  	/s/ M. Michael Owens
 	 
	 	 	M. Michael Owens 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	U.S. LIME COMPANY – HOUSTON

 	 
	 	By:  	/s/ M. Michael Owens
 	 
	 	 	M. Michael Owens 	 
	 	 	Vice President and Chief Financial Officer 	 
	 




14









 







SCHEDULE 2.01




REVOLVING COMMITMENTS

AND REVOLVING PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 
	Lender	 	Revolving Commitment	 	 	Pro Rata Share	 
	Wells Fargo Bank, N.A.
	 	$	20,000,000	 	 	 	66-2/3	%
	 
	 	 	 	 	 	 	 	 
	National City Bank
	 	$	10,000,000	 	 	 	33-1/3	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	30,000,000	 	 	 	100.000000000	%






Schedule 2.01




 









 





SCHEDULE 2.02




TERM COMMITMENTS

AND TERM PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Term	 
	Lender	 	Term Commitment	 	 	Pro Rata Share	 
	Wells Fargo Bank, N.A.
	 	$	26,666,666.67	 	 	 	66-2/3	%
	 
	 	 	 	 	 	 	 	 
	National City Bank
	 	$	13,333,333.33	 	 	 	33-1/3	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	40,000,000.00	 	 	 	100.000000000	%






Schedule 2.02




 









 







SCHEDULE 2.02A




MULTIPLE ADVANCE TERM COMMITMENTS AND

MULTIPLE ADVANCE TERM PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Multiple Advance Term	 	 	Multiple Advance Term	 
	Lender	 	Commitments	 	 	Pro Rata Shares	 
	Wells Fargo Bank, N.A.
	 	$	13,333,333.33	 	 	 	66-2/3	%
	 
	 	 	 	 	 	 	 	 
	National City Bank
	 	$	6,666,666.67	 	 	 	33-1/3	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	20,000,000.00	 	 	 	100.000000000	%






Schedule 2.02A