exv10w3



 






Exhibit 10.3




Trade ID: 50950

Wells Fargo Bank, N.A.

Financial Products

(877) 240-0795




AMENDED AND RESTATED

CONFIRMATION

This Amended and Restated Confirmation amends and restates that
certain Confirmation dated
August
26, 2004.




	 	 	 
	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.
	 

	 	Attention: Martha Burke
	 

	 	417 Montgomery Street, Suite 500
	 

	 	MAC A0108-050
	 

	 	San Francisco, CA 94104
	 

	 	Telephone: (415) 947-5924
	 

	 	Fax: (415) 646-9166






Date: October 20, 2005




Dear Mike
Owens,



The purpose of this letter agreement is to confirm the terms and conditions of the transaction
(“Transaction”) entered into between Wells Fargo Bank, N.A. (“Party A”) and United States Lime &
Minerals, Inc., a Texas corporation (“Party B”). This Transaction is effective at, and as of 12:01
a.m., California time, on the Trade Date specified below.



This Confirmation supplements, forms part of, and is subject to, the Interest Rate Master Agreement
dated as of August 26, 2004, (as the same may be amended, modified or supplemented from time to
time, the “Master Agreement”) between Party A and Party B. This communication itself constitutes
a binding agreement setting forth the essential terms of the Transaction described herein. All
provisions contained in the Master Agreement shall govern this Confirmation except as expressly
modified below.




The terms of the Transaction to which this Confirmation relates are as follows:




	 	 	 	 	 
	Transaction Type:	 	Swap
	 
	 	 	 	 
	Trade Date:	 	October 14, 2005
	 
	 	 	 	 
	Effective Date:	 	December 30, 2005, subject to adjustment in accordance with the Modified Following
Business Day Convention.
	 
	 	 	 	 
	Termination Date:	 	December 31, 2015, subject to adjustment in accordance with the Modified Following
Business Day Convention.
	 
	 	 	 	 
	Fees:

	 	 	 	Not applicable.
	 
	 	 	 	 
	Notional Amount:	 	USD 40,000,000.00 (Initial Notional Amount — please refer to the attached Schedule I)






 









 





	 	 	 	 	 
	Fixed Rate Side:	 	 
	 
	 	 	 	 
	 

	 	Fixed Rate	 	 
	 

	 	Payer:
	 	Party B
	 
	 	 	 	 
	 

	 	Fixed Rate:
	 	4.695% 
	 
	 	 	 	 
	 

	 	Day Count	 	 
	 

	 	Convention:
	 	Actual/360
	 
	 	 	 	 
	 

	 	Business Day	 	 
	 

	 	Convention:
	 	Modified Following
	 
	 	 	 	 
	Calculation Period:	 	From the last day of each March, June, September, and December, up to the last
day of the following quarter, continuing until the Termination Date, subject to
adjustment in accordance with the designated Business Day Convention. The first Calculation
Period will be December 30, 2005 to March 31, 2006.
	 
	 	 	 	 
	Floating Rate Side:	 	 
	 
	 	 	 	 
	 

	 	Floating Rate	 	 
	 

	 	Payer:
	 	Party A
	 
	 	 	 	 
	 

	 	Floating Rate:
	 	USD-LIBOR
	 
	 	 	 	 
	 

	 	Initial Floating	 	 
	 

	 	Rate:
	 	To be determined.
	 
	 	 	 	 
	 

	 	Floating Rate	 	 
	 

	 	Maturity:
	 	3 Month 
	 
	 	 	 	 
	 

	 	Reset Dates:
	 	The last day of each March, June, September, and December, subject to
adjustment in accordance with the designated Business Day Convention. The first Reset Date
is December 30, 2005.
	 
	 	 	 	 
	 

	 	Compounding:
	 	Not Applicable.
	 
	 	 	 	 
	 

	 	Day Count	 	 
	 

	 	Convention:
	 	Actual/360
	 
	 	 	 	 
	 

	 	Business Day	 	 
	 

	 	Convention:
	 	Modified Following
	 
	 	 	 	 
	 

	 	Calculation Period:
	 	From the last day of each March, June, September, and December, up to the last
day of the following quarter, continuing until the Termination Date, subject to
adjustment in accordance with the designated Business Day Convention. The first Calculation
Period will be December 30, 2005 to March 31, 2006.
	 
	 	 	 	 
	Settlement Payment Dates:	 	The last day of each March, June, September, and December, beginning with March
31, 2006, continuing up to and including the Termination Date, subject to adjustment in
accordance with the designated Business Day Convention.
	 
	 	 	 	 
	Business Days:	 	New York City







 










 





	 	 	 	 	 
	Loan Facility:	 	That certain Loan Facility as evidenced by that certain promissory note dated as of
October 19, 2005 in the amount of USD 40,000,000.00, extended by Party A to Party B
(“Note”), which is subject to the terms and conditions of that certain Second Amendment to
Loan Agreement dated as of an even date therewith (“Loan
Agreement”), as modified,
amended and/or extended from time to time, (the Note and the Loan Agreement are
hereby collectively defined herein as the “Loan Documents”).
	 
	 	 	 	 
	Security:	 	Any personal property granted to Party A as collateral for the Loan Facility shall also
secure all obligations of Party B under this Agreement. Any such security interest shall be
evidenced by and subject to the terms of all security agreements, financing statements and
other documents executed by Party B in connection with the Loan Documents. All
obligations of Party B under this Agreement shall be cross-collateralized and rank pari-
passu with the collateral securing the aforementioned Loan Facility.
	 
	 	 	 	 
	Credit Support:	 	All obligations of Party B under this Transaction shall be guaranteed by that certain
Repayment Guaranty dated October 14, 2005, guaranteed by Arkansas Lime Company,
Texas Lime Company, Colorado Lime Company, Corson Lime Company, and U.S. Lime
Company—Houston.
	 
	 	 	 	 
	Settlement Instructions for Payments:
	 

	 	Payments due to
	 	Party A will debit settlement payment(s) from the following account:
	 

	 	Party A:
	 	ABA Number:  
	 

	 	 	 	DDA Number:  
	 
	 	 	 	 
	 

	 	Payments due to
	 	Party A will credit settlement payment(s) to the following account:
	 

	 	Party B:
	 	ABA Number:  
	 

	 	 	 	DDA Number:  
	 
	 	 	 	 
	Delivery Instructions for Notices:
	 

	 	Send Notices to
	 	Wells Fargo Bank, N.A.
	 

	 	Party A:
	 	Attention: Documentation Group
	 

	 	 	 	417 Montgomery Street, Suite 500
	 

	 	 	 	MAC A0108-050
	 

	 	 	 	San Francisco, CA 94104
	 

	 	 	 	Telephone: (877) 240-0795
	 

	 	 	 	Fax: (415) 646-9166
	 
	 	 	 	 
	 

	 	Send Notices to
	 	United States Lime & Minerals, Inc.
	 

	 	Party B:
	 	Attention: Mike Owens
	 

	 	 	 	13800 Montfort Drive, Suite 330
	 

	 	 	 	Dallas, TX 75240
	 

	 	 	 	Telephone: (972) 991-8400
	 

	 	 	 	Fax: (972) 385-1340





Please confirm that the foregoing correctly sets forth the terms of our agreement by having an
authorized individual sign and return this document by facsimile to the Documentation Group at
(415) 646-9166. If you have any questions, please call Eric Nickerson at (877) 240-0795.




	 	 	 
	Yours sincerely,
	 
	 	 
	 
	 	 
	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