exv10w25





Exhibit 10.25



	 	 	 	 	 
	
	 	Wells Fargo Equipment Finance, Inc.
733 Marquette Avenue, Suite 700
MAC N9306-070
Minneapolis, MN 55402	 	Amendment




Wells Fargo Equipment Finance, Inc. as Lender (“WFEFI”) and Ready Mix, Inc. as Borrower hereby
amend Master Loan and Security Agreement (500467) dated as of March 13, 2008 and Master Security
Agreement dated April 5, 2000 as follows:


Reference Rider 1A included here in.


NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, WFEFI and Customer agree as follows:




	1.	 	Loan Schedule (0500467-700) dated as of March 13, 2008 attached to Master Loan and Security
Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of July 13,
2009, borrower shall pay twenty-eight (28) payments as follows: Twenty-seven (27) consecutive
principal installments of $2,695.14 each beginning December 13, 2009, followed by one (1)
principal installment of $13,475.31 beginning March 13, 2012, plus interest on the unpaid
balance payable monthly, at the rate of 5.39% per annum effective July 13, 2009. There are
no principal payments due in the months of August, September, October and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract #
002-0500467-701).
	 
	2.	 	Loan Schedule (0500467-702) dated as of April 18, 2008 attached to Master Loan and Security
Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of June 22,
2009, borrower shall pay forty-one (41) payments as follows: forty (40) consecutive principal
installments of $11,440.44 each beginning December 22, 2009, followed by one (1) principal
installment of $57,202.27 beginning April 22, 2013, plus interest on the unpaid balance
payable monthly, at the rate of 5.65% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract #
002-0500467-702).
	 
	3.	 	Loan Schedule (0500467-703) dated as of June 26, 2008 attached to Master Loan and Security
Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of June 26,
2009, borrower shall pay twenty (20) payments as follows:
 Nineteen (19) consecutive principal
installments of $5,447.67 each beginning November 30, 2009, followed by one (1) principal
installment of $27,238.50 beginning June 30, 2011, plus interest on the unpaid balance payable
monthly, at the rate of 6.25% per annum effective June 26, 2009. There are no principal
payments due in the months of July, August, September and October of 2009, which are skip
months, however, interest is payable monthly as billed. (Contract # 002-0500467-703).
	 
	4.	 	Loan Schedule (0500467-704) dated as of June 26, 2008 attached to Master Loan and Security
Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of June 26,
2009, borrower shall pay fifty-six (56) payments as follows:
 fifty-five (55) consecutive
principal installments of $8,203.84 each beginning November 26, 2009, followed by one (1)
principal installment of $41,018.97 beginning June 26, 2014, plus interest on the unpaid
balance payable monthly, at the rate of 6.80% per annum effective June 26, 2009. There are no
principal payments due in the months of July, August, September, and October of 2009, which are
skip months, however, interest is payable monthly as billed. (Contract # 002-0500467-704).
	 
	5.	 	Loan Schedule (0500467-705) dated as of June 26, 2008 attached to Master Loan and Security
Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of June 26,
2009, borrower shall pay forty-four (44) payments as follows: forty-three (43) consecutive
principal installments of $1,578.07 each beginning November 30, 2009, followed by one (1)
principal installment of $7,890.43 beginning June 30, 2013, plus interest on the unpaid
balance payable monthly, at the rate of 6.80% per annum effective June 26, 2009. There are
no principal payments due in the months of July, August, September, and October of 2009, which
are skip months, however, interest is payable monthly as billed. (Contract # 002-0500467-705).
	 
	6.	 	Loan Schedule (0500467-706) dated as of November 24, 2008 attached to Master Loan and
Security Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of
June 26, 2009, borrower shall pay forty-nine (49) payments as follows: forty-eight (48)
consecutive principal installments of $2,420.19 each beginning December 5, 2009, followed by
one (1) principal installment of $12,100.78 beginning December 5, 2013, plus interest on the
unpaid balance payable monthly, at the rate of 6.99% per annum effective June 26, 2009. There
are no principal payments due in the months of August, September, October and November of
2009, which are skip months, however, interest is payable monthly as billed. (Contract # 002-0500467-706).
	 
	7.	 	Loan Schedule (0500467-707) dated as of December 10, 2008 attached to Master Loan and
Security Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of
June 26, 2009, borrower shall pay fifty (50) payments as follows: forty-nine (49) consecutive
principal installments of $1,989.91 each beginning November 29, 2009, followed by one (1)
principal installment of $9,949.55 beginning December 29, 2013, plus interest on the unpaid
balance payable monthly, at the rate of 6.99% per annum effective June 26, 2009. There are
no principal payments due in the months of July, August, September and October of 2009, which
are skip months, however, interest is payable monthly as billed. (Contract # 002-0500467-707).



 








 












	8.	 	Loan Schedule (0500467-708) dated as of December 10, 2008 attached to Master Loan and
Security Agreement (500467) dated as of March 13, 2008 is amended as follows: Effective as of
June 26, 2009, borrower shall pay fifty (50) payments as follows: forty-nine (49) consecutive
principal installments of $2,788.57 each beginning November 29, 2009, followed by one (1)
principal installment of $13,943.03 beginning December 29, 2013, plus interest on the unpaid
balance payable monthly, at the rate of 6.99% per annum effective June 26, 2009. There are
no principal payments due in the months of July, August, September and October of 2009, which
are skip months, however, interest is payable monthly as billed. (Contract # 002-0500467-708).
	 
	9.	 	Schedule No. 12 (Schedule of Indebtedness and Collateral) dated March 20, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay sixteen (16) payments as follows: fifteen (15) consecutive principal
installments of $14,361.89 each beginning December 25, 2009, followed by one (1) principal
installment of $71,809.85 beginning March 25, 2011, plus interest on the unpaid balance
payable monthly, at the rate of 7.99% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract #
002-0176981-712).
	 
	10.	 	Schedule No. 13 (Schedule of Indebtedness and Collateral) dated March 27, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay sixteen (16) payments as follows: fifteen (15) consecutive principal
installments of $30,470.40 each beginning December 28, 2009, followed by one (1) principal
installment of $152,352.07 beginning March 28, 2011, plus interest on the unpaid balance
payable monthly, at the rate of 8.14% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract
# 002-0176981-713).
	 
	11.	 	Schedule No. 16 (Schedule of Indebtedness and Collateral) dated June 27, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay nineteen (19) payments as follows: eighteen (18) consecutive
principal installments of $5,260.56 each beginning December 28, 2009, followed by one (1)
principal installment of $26,302.84 beginning June 28, 2011,
plus interest on the unpaid
balance payable monthly, at the rate of 8.45% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract #
002-0176981-715).
	 
	12.	 	Schedule No. 15 (Schedule of Indebtedness and Collateral) dated June 26, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay nineteen (19) payments as follows: eighteen (18) consecutive
principal installments of $8,134.406 each beginning December 28, 2009, followed by one (1)
principal installment of $40,672.03 beginning June 28, 2011, plus interest on the unpaid
balance payable monthly, at the rate of 8.45% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October and November of 2009, which
are skip months, however, interest is payable monthly as billed.
(Contract # 002-0176981-716).
	 
	13.	 	Schedule No. 14 (Schedule of Indebtedness and Collateral) dated June 27, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay nineteen (19) payments as follows: eighteen (18) consecutive
principal installments of $12,787.53 each beginning December 28, 2009, followed by one (1)
principal installment of $63,937.75 beginning June 28, 2011, plus interest on the unpaid
balance payable monthly, at the rate of 8.45% per annum effective June 22, 2009. There are no
principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract #
002-0176981-717).
	 
	14.	 	Schedule No. 17 (Schedule of Indebtedness and Collateral) dated September 28, 2006 attached
to Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June
26, 2009, borrower shall pay one (1) payment as follows: one (1) principal installment of
$13,489.10 beginning November 30, 2009, plus interest on the unpaid balance payable monthly,
at the rate of 7.04% per annum effective June 26, 2009. There are no principal payments due
in the months of July, August, September and October of 2009, which are skip months, however,
interest is payable monthly as billed. The term of the contract is amended from 36 months to
38 months. (Contract # 002-0176981-720).
	 
	15.	 	Schedule No. 18 (Schedule of Indebtedness and Collateral) dated November 21, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 26,
2009, borrower shall pay twenty-five (25) payments as follows: twenty-four (24) consecutive
principal installments of $10,774.27 each beginning November 30, 2009, followed by one (1)
principal installment of $53,871.51 beginning November 30, 2011, plus interest on the unpaid
balance payable monthly, at the rate of 7.90% per annum effective June 26, 2009. There are no
principal payments due in the months of July, August, September and October of 2009, which are
skip months, however, interest is payable monthly as billed. (Contract # 002-0176981-721).
	 
	16.	 	Schedule No. 22 (Schedule of Indebtedness and Collateral) dated November 11, 2006 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 22,
2009, borrower shall pay twenty-six (26) payments as follows: twenty-five (25) consecutive
principal installments of $3,939.08 each beginning December 28, 2009, followed by one (1)
principal installment of $19,115.94 beginning January 28, 2012, plus interest on the unpaid
balance payable monthly, at the rate of 6.25% per annum effective June 22, 2009. There are
no principal payments due in the months of August, September, October, and November of 2009,
which are skip months, however, interest is payable monthly as billed. (Contract # 002-0176981-724).










 









 












	17.	 	Schedule No. 19 (Schedule of Indebtedness and
Collateral) dated February 26, 2007
attached to Master Security Agreement dated 

April 5, 2000 is amended as follows: Effective as
of June 26, 2009, borrower shall pay forty (40) payments as follows; thirty-nine (39)
consecutive principal installments of $34,966.44 each beginning November 30, 2009, followed
by one (1) principal installment of $174,832.24 beginning
February 28, 2013, plus interest on
the unpaid balance payable monthly, at the rate of 7.13% per annum
effective June 26, 2009.
There are no principal payments due in the months of July, August, September and October of
2009, which are skip months, however, interest is payable monthly as
billed. (Contract #
002-0176981-725).
	 
	18.	 	Schedule No. 20 (Schedule of Indebtedness and Collateral) dated March 1, 2007 attached to
Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June 26,
2009, borrower shall pay twenty-eight (28) payments as follows: twenty-seven (27) consecutive
principal installments of $5,375.33 each beginning November 30, 2009, followed by one (1)
principal installment of $21,501.52 beginning March 30, 2012, plus interest on the unpaid
balance payable monthly, at the rate of 7.13% per annum effective
June 26, 2009. There are
no principal payments due in the months of July, August, September and October of 2009, which
are skip months, however, interest is payable monthly as billed. (Contract #
002-0176981-726).
	 
	19.	 	Schedule No. 21 (Schedule of Indebtedness and
Collateral) dated September 20, 2007 attached
to Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June
22, 2009, borrower shall pay thirty-four (34) payments as follows: thirty-three (33)
consecutive principal installments of $2,792.70 each beginning
December 28, 2009, followed by
one (1) principal installment of $13,912.96 beginning
September 28, 2012, plus interest on
the unpaid balance payable monthly, at the rate of 7.35% per annum effective June 22, 2009.
There are no principal payments due in the months of August,
September, October, and November
of 2009, which are skip months, however, interest is payable monthly as billed. (Contract #
002-0176981-732).
	 
	20.	 	Schedule No. 23 (Schedule of Indebtedness and Collateral) dated September 20, 2007 attached
to Master Security Agreement dated April 5, 2000 is amended as follows: Effective as of June
22, 2009, borrower shall pay twenty-six (26) payments as follows: twenty-five (25)
consecutive principal installments of $1,766.26 each beginning December 28, 2009, followed by
one (1) principal installment of $8,831.26 beginning
January 28, 2012, plus interest on the
unpaid balance payable monthly, at the rate of 6.25% per annum effective June 22, 2009. There
are no principal payments due in the months of August, September, October, and November of
2009, which are skip months, however, interest is payable monthly as billed. (Contract # 002-0176981-735).
	 
	22.	 	Conditions of approval for restructure of stated accounts are referenced in Rider 2A attached.
	 
	23.	 	This Amendment constitutes a validly binding and enforceable obligation of Customer in
accordance with its terms. If Customer is a partnership, corporation, limited liability
company or other legal entity, the execution and delivery of this Amendment and the
performance of Customer’s obligations hereunder and under the Contract have been duly
authorized by all necessary action on the part of the Customer, and the person signing this
Amendment on behalf of Customer is duly authorized.
	 
	24.	 	WFEFI and any assignee of WFEFI is authorized to file one or more Uniform Commercial Code
financing statements without the signature of Customer or signed by WFEFI or any assignee of
WFEFI as attorney-in-fact for Customer.
	 
	25.	 	Except as modified herein, the terms of the Contract remain the same and continue
in full force and effect. CUSTOMER HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY MATTER ARISING UNDER OR IN CONNECTION WITH THE CONTRACT.
	 
	26.	 	WFEFI may in its sole discretion, accept a photocopy, electronically transmitted facsimile
or other reproduction of this Amendment (a “Counterpart”) as the binding and effective record
of this Amendment whether or not an ink signed copy hereof is also received by WFEFI from
Customer, provided, however, that if WFEFI accepts a Counterpart as the binding and effective
record hereof, the Counterpart acknowledged in writing above by WFEFI shall constitute the
record hereof. Customer agrees that such Counterpart received by WFEFI, shall, when
acknowledged in writing by WFEFI, constitute an original document for the purposes of
establishing the provisions thereof and shall be legally admissible under the best evidence
rule and binding on and enforceable against Customer. If WFEFI accepts a Counterpart as the
binding and effective record hereof only such Counterpart acknowledged in writing above by
WFEFI shall be marked “Original” and to the extent that this Amendment constitutes chattel
paper, a security interest may only be created in the Amendment that bears WFEFI’s ink signed
acknowledgement and is marked “Original.”





Dated: July 29, 2009




Ver. 0508




	 	 	 	 	 	 	 	 	 
	Wells Fargo
Equipment Finance, Inc.	 	Ready Mix, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Lee McDermid
 

	 	By
	 	/s/ Bradley E. Larson
 

	 	 
	Title

	 	SVP	 	Title	 	CEO	 	 






			
	 	 	 
	
	 	MODIFICATION:
ACRIKLI (mts):07172009:1727:507600:204560







3











 





          WHEREAS, Customer and WFEFI are parties to (i) the Contracts and (ii) that certain Master
Lease Agreement dated as of April 11, 2006, as amended by Amendment No. 1 to Master Lease Agreement
dated as of February 2, 2009 (as further amended from time to time, the “Master Lease Agreement”);




          WHEREAS, Customer has requested that WFEFI (i) modify the payment terms under the Contracts as
specified herein and (ii) waive compliance with the Fixed Charge Coverage Ratio (as defined in the
Contracts) as set forth in the Contracts and the Master Lease Agreement for the periods ending June
30, 2009 and September 30, 2009; and




          WHEREAS, WFEFI is willing to consent to such request subject to the terms and conditions
set forth herein.




 









 





          21. WFEFI hereby waives compliance by the Customer with the Fixed Charge
Coverage Ratio as set forth in the Contracts and the Master Lease Agreement with respect to
each of the periods ending June 30, 2009 and September 30, 2009.




          22. In consideration of WFEFI’s agreement to restructure the Loan Schedules as set
forth in Paragraphs 1 through 20 above and waive compliance with the Fixed Charge Coverage
Ratio as set forth in Paragraph 21 above, the Customer agrees to:





	 	•	 	pledge to WFEFI additional collateral as reflected on Rider 2B of the Security
Agreement
dated August 13, 2009 attached here to;
	 
	 	•	 	pay to WFEFI 35% of the “Excess Proceeds” received by the Customer from the
sale/leaseback of the real estate located at 4602 East Thomas Road, Phoenix, Arizona
(the “Sale/Leaseback Transaction”); and
	 
	 	•	 	pay to WFEFI at closing a modification fee of $8,500 to document and process the
restructuring of the Loan Schedules.




For the purposes of this Paragraph 22, “Excess Proceeds” means the excess of (a) the gross
cash proceeds received by the Customer from the Sale/Leaseback Transaction, over (b) the
sum of (i) all reasonable and customary fees and expenses with respect to legal, brokerage and
accounting and other professional fees, sales commissions and disbursements and all other
reasonable fees, expenses and charges, in each case actually incurred in connection with such
Sale/Leaseback Transaction, (ii) all taxes actually paid or estimated by the Customer (in good
faith) to be payable in cash in connection with such Sale/Leaseback Transaction (but Excess
Proceeds shall include the excess, if any, of the estimated taxes payable in connection with such
Sale/Leaseback Transaction over the actual amount of taxes paid, immediately after the payment of
such taxes) and (iii) all amounts required to be applied to the repayment of any debt secured by a
lien or mortgage on the property sold in connection with the Sale/Leaseback Transaction.




 









 





Ready Mix, Inc.

Mixer Trucks without Liens

 7/7/2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona:	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2639	 	 	00 Kenworth W900 Mixer
	 	 	12/29/04	 	 	 	46,436.62	 	 	 	42,566.76	 	 	 	3,869.86	 	 	 	18,500.00	 
	 	2640	 	 	00 Kenworth W900 Mixer
	 	 	12/29/04	 	 	 	46,436.62	 	 	 	42,566.76	 	 	 	3,869.86	 	 	 	18,500.00	 
	 	2642	 	 	00 Kenworth W900 Mixer
	 	 	12/29/04	 	 	 	46,436.62	 	 	 	42,566.76	 	 	 	3,869.86	 	 	 	18,500.00	 
	 	2644	 	 	00 Kenworth W900 Mixer
	 	 	12/29/04	 	 	 	46,436.62	 	 	 	42,566.76	 	 	 	3,869.86	 	 	 	18,500.00	 
	Nevada:	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2430	 	 	97 International Harvest Mixer
	 	 	04/30/02	 	 	 	21,409.25	 	 	 	21,409.25	 	 	 	0.00	 	 	 	16,000.00	 
	 	2434	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	35,682.08	 	 	 	35,682.08	 	 	 	0.00	 	 	 	16,000.00	 
	 	2440	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	27,687.47	 	 	 	27,687.47	 	 	 	0.00	 	 	 	16,000.00	 
	 	2442	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	37,755.66	 	 	 	37,755.66	 	 	 	0.00	 	 	 	16,000.00	 
	 	2448	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	20,966.16	 	 	 	20,966.16	 	 	 	0.00	 	 	 	16,000.00	 
	 	2450	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	37,755.66	 	 	 	37,755.66	 	 	 	0.00	 	 	 	16,000.00	 
	 	2454	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	36,497.11	 	 	 	36,497.11	 	 	 	0.00	 	 	 	16,000.00	 
	 	2457	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	28,945.99	 	 	 	28,945.99	 	 	 	0.00	 	 	 	16,000.00	 
	 	2458	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	34.609.33	 	 	 	34,609.33	 	 	 	0.00	 	 	 	16,000.00	 
	 	2459	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	37,755.66	 	 	 	37,755.66	 	 	 	0.00	 	 	 	16,000.00	 
	 	2461	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	24,541.17	 	 	 	24,541.17	 	 	 	0.00	 	 	 	16,000.00	 
	 	2464	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	37,755.66	 	 	 	37,755.66	 	 	 	0.00	 	 	 	16,000.00	 
	 	2465	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	34,609.33	 	 	 	34,609.33	 	 	 	0.00	 	 	 	16,000.00	 
	 	2466	 	 	97 International Harvest Mixer
	 	 	03/12/02	 	 	 	35,682.08	 	 	 	35,682.08	 	 	 	0.00	 	 	 	16,000.00	 
	 	2469	 	 	97 International Harvest Mixer
	 	 	01/18/02	 	 	 	25,170.43	 	 	 	25,170.43	 	 	 	0.00	 	 	 	16,000.00	 
	 	2476	 	 	00 International Harvest Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,000.00	 
	 	2477	 	 	00 International Harvest Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,000.00	 
	 	2479	 	 	00 International Harvest Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,000.00	 
	 	2482	 	 	00 International Harvest Mixer
	 	 	06/25/04	 	 	 	29,894.13	 	 	 	29,894.13	 	 	 	0.00	 	 	 	18,000.00	 
	 	2484	 	 	00 International Harvest Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,000.00	 
	 	2485	 	 	00 International Harvest Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,000.00	 
	 	2486	 	 	00 International Harvest Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,000.00	 
	 	2487	 	 	00 International Harvest Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,000.00	 
	 	2646	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2647	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2648	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2649	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2650	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.31	 	 	 	18,500.00	 
	 	2651	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2652	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	43,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2654	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2655	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2656	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2657	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.30	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2658	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2659	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.61	 	 	 	48,430.80	 	 	 	4,402.81	 	 	 	18,500.00	 
	 	2660	 	 	00 Kenworth W900 Mixer
	 	 	12/15/04	 	 	 	52,833.53	 	 	 	48,430.79	 	 	 	4,402.74	 	 	 	18,500.00	 
	 	2661	 	 	00 Kenworth W900 Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,500.00	 
	 	2663	 	 	00 Kenworth W900 Mixer
	 	 	06/25/04	 	 	 	66,431.44	 	 	 	66,431.44	 	 	 	0.00	 	 	 	18,500.00	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	1,989,223.58	 	 	 	1,898,896.44	 	 	 	90,327.14	 	 	 	754,000.00	 
	 	 	 	 	 	 	 	 	 	 	 






 












 





	 	 	 	 	 
	

	 	
Wells Fargo Equipment Finance, Inc.

733 Marquette Avenue, Suite 700

MAC N9306-070

Minneapolis, MN 55402
	 	Security Agreement






			
	 	 	 
	Name and Address of Debtor:
	 	Dated as of August 13, 2009
	Ready Mix, Inc.
	 	Customer Credit Numbers: 10500467
	3430 E. Flamingo Rd. Suite 100
	 	10176981
	Las Vegas, NV 89121	 	 
	 	 	 






	 	1.	 	Security Interest and Collateral.  To secure the payment and performance of each
and every debt, liability and obligation of every type and description which Debtor may
now or at any time hereafter owe to Wells Fargo Equipment Finance, Inc. (“Secured Party”)
(whether such debt, liability or obligation now exists or is hereafter created or
incurred, whether it is currently contemplated by the Debtor and Secured Party, whether
any documents evidencing it refer to the Security Agreement, and whether it is or may be
direct or indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several; all such debts,
liabilities and obligations being herein collectively referred to as the “Obligations”).
Debtor hereby grants Secured Party a security interest (herein called the “Security
Interest”) in the following property (herein called the “Collateral”):
	 
	 	 	 	The Equipment described on Rider 2B attached hereto and
made a part hereof attached of
Amendment Agreement dated July 29, 2009.






	 	 	together with all substitutions and replacements for and products of the Collateral, all
proceeds, accessories, attachments, parts, equipment and repairs now or hereafter attached or
affixed to or used in connection with the Collateral.
	 
	 	 	After Debtor signs this Agreement, Debtor authorizes Secured Party to insert any missing
information or change any inaccurate information (such as the model year of the Collateral or
its serial number or VIN) into this description of Collateral.






	2.	 	Representations, Warranties and Agreements.
Debtor represents, warrants and agrees that:






	 	(a)	 	Authorization. (i) If Debtor is a partnership, corporation, limited liability company
or other legal entity, the execution and delivery of this Agreement and the performance of
Debtor’s obligations hereunder have been duty authorized by all necessary action on the
part of the Debtor; (ii) the person signing on behalf of Debtor
is duly authorized; (iii)
all information provided by Debtor to Secured Party in connection with this Agreement is
true and correct; and (iv) this Agreement constitutes a legal, valid and binding obligation
of Debtor, enforceable against Debtor in accordance with its terms
	 
	 	(b)	 	Office Location and Organization. Debtor’s chief executive office (if Debtor is a
corporation, a partnership or a limited liability company) is located at the address for
Debtor shown above. Debtor will not change the location of its chief executive office or
his/her residence, as the case may be, or its state of organization or form of organization
(if Debtor is a corporation, a partnership or a limited liability company) without first
giving Secured Party at least 10 days prior written notice of the proposed change.
	 
	 	(c)	 	Business Purpose; Lawful Use. The Collateral will be used primarily for business
purposes as opposed to personal, family or household purposes. Debtor will comply with all
laws and regulations applicable to the Collateral and its use.






	3.	 	Additional Representations, Warranties and Agreements. Debtor represents, warrants and agrees
that:






	 	(a)	 	Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter
arising) absolute title to each item of Collateral free and clear of all security
interests, liens and encumbrances, except the Security Interest and will defend the
Collateral against all claims or demands of all persons other than Secured Party Debtor
will not sell or otherwise dispose of the Collateral or any interest therein without the
prior written consent of Secured Party.
	 
	 	(b)	 	Debtor will not permit any Collateral to be located in any
state (and, if county
filing is required, in any county) in which the financing statement covering such
Collateral is required to be, but has not in fact been, filed in order to perfect the
Security Interest.  The Collateral shall not be used outside of the United States without
Secured Party’s prior written consent.
	 
	 	(c)	 	Debtor will (i) keep all Collateral in good repair, working order and condition, normal
depreciation excepted, and will, from time to time, replace any worn, broken or defective
parts thereof; (ii) promptly pay all taxes and other governmental charges levied or
assessed upon or against any Collateral or upon or against the creation, perfection or
continuance of the Security Interest; (iii) keep all Collateral free and clear of all
security interests, liens and encumbrances except the Security
Interest; (iv) at all
reasonable times, permit Secured Party or its representatives to examine or inspect any
Collateral, wherever located, and to examine, inspect and copy Debtor’s books and records
pertaining to the Collateral and its business and financial condition; (v) keep accurate
and complete records pertaining to Debtor’s business and financial condition and submit to
Secured Party such periodic reports concerning Debtor’s business and financial condition as
Secured Party may from time to time reasonably request; (vi) promptly notify Secured Party
of any loss of or material damage to any Collateral; (vii) at all times keep all Collateral
insured against risks of fire (including so-called extended coverage), theft, collision (in
case of Collateral consisting of motor vehicles) and such other risks and in such amounts
as Secured Party may reasonably request, with any loss payable to Secured Party to the
extent of its interest and with a provision requiring the insurer to notify Secured Party
in writing at least 10 days prior to cancellation or
modification of any such policy;
(viii) from time to time execute such financing statements as Secured Party may reasonably
require in order to perfect the Security Interest and, if any Collateral consists of a
motor vehicle, execute such documents as may be required to have the Security Interest
properly noted on a certificate of title; (ix) pay when due or reimburse Secured Party on
demand for all costs of collection of any of the Obligations and all other out-of-pocket
expenses (including in each case all reasonable attorneys’ fees) incurred by Secured Party
in connection with the creation, perfection, satisfaction, protection, defense or
enforcement of the Security Interest or the creation, continuance, protection, defense or
enforcement of this Agreement or any or all of the Obligations, including expenses incurred
in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse
any and all instruments, documents, assignments, security agreements and other agreements
and writings which Secured Party may at any time reasonably request in order to secure,
protect, perfect or enforce the Security Interest and Secured Party’s rights under this
Agreement; (xi) not use or keep any Collateral, or permit it to be used or kept, for any
unlawful purpose or in violation of any federal, state or local law,
statute or ordinance;
and (xii) not permit any Collateral to become part of or to be affixed to any real property
without first assuring to the
reasonable satisfaction of Secured Party that the Security Interest will be prior and senior
to any interest or





THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S).




	 	 	 
	 


	 	 
	Ready Mix, Inc.

	 	 
	 
	 	 
	/s/ Bradley E. Larson
	 	 
	 


	 	 
	By
	 	 
	 
	 	 
	CEO
	 	 
	 


	 	 
	Title
	 	 






			
	 	 	 
	

Page 1 of 2
	 	

SECAGRCL ACRIKLI (mts) 08132009 1634 513033 208789
	 	 	 





 









 





	 	 	 	lien then held or thereafter acquired by any mortgagee of
such real property or the owner or
purchaser of any interest therein. If Debtor at any time fails to perform or observe any
agreement contained in this Section 3(c), and if such failure shall continue for a period
often calendar days after Secured Party gives Debtor written notice thereof (or. in the case
of the agreements contained in clauses (vii) and (viii) of this Section 3(c), immediately upon
the occurrence of such failure, without notice or lapse of time). Secured Party may (but need
not) perform or observe such agreement on behalf and in the name, place and stead of Debtor
(or. at Secured Party’s option, in Secured Party’s own name) and may (but need not) take any
and all other actions which Secured Party may reasonably deem necessary to cure or correct
such failure (including, without limitation, the payment of taxes, the satisfaction of
security interests, liens, or encumbrances, the procurement and maintenance of insurance, the
execution of financing statements, the endorsement of instruments, and the procurement of
repairs, transportation or insurance); and, except to the extent that the effect of such
payment would be to render any loan or forbearance of money usurious or otherwise illegal
under any applicable law Debtor shall thereupon pay Secured Party on demand the amount of all
moneys expended and all costs and expenses (including reasonable attorneys’ fees) incurred by
Secured Party in connection with or as a result of Secured Party’s performing or observing
such agreement or taking such actions, together with interest thereon from the date expended
or incurred by Secured Party at the highest rate then applicable to any of the Obligations. To
facilitate the performance or observance by Secured Party of such
agreements of Debtor. Debtor
hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or
its delegate, as the attorney-in-fact of Debtor with the right (but not the duty) from time to
time to create, prepare, complete, execute, deliver, endorse or file, in the name and on
behalf of Debtor, any and all instruments, documents. Financing statements, applications for
insurance and other agreements and writings required to be obtained, executed, delivered or
endorsed by Debtor under this Section 3.





	4.	 	Assignment of Insurance. Debtor hereby assigns to Secured Party, as additional security for the
payment of the Obligations, any and all moneys (including but not
limited to proceeds of insurance and refunds of unearned premiums) due or to become due under,
and all other rights of Debtor under or with respect to, any and all policies of insurance
covering the Collateral, and Debtor hereby directs the issuer of any such policy to pay any such
moneys directly to Secured Party. Both before and after the occurrence of an Event of default.
Secured Party may (but need not), in its own name or in Debtor’s name, execute and deliver proofs
of claim, receive all such moneys, endorse checks and other instruments representing payment of
such moneys, and adjust, litigate, compromise or release any claim against the issuer of any
such policy.
	 
	5.	 	Events of Default. Each of the following occurrences shall constitute an event of default
under this Agreement (herein called “Event of Default”), (i) Debtor shall fail to pay any or
all of the Obligations when due or (if payable on demand) on demand, or shall fail to observe
or perform any covenant or agreement herein binding on it; (ii) any representation or warranty
by Debtor set forth in the Agreement or made to Secured Party in any financial statements or
reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or
misleading; (iii) a garnishment, summons or a writ of attachment shall be issued against or
served upon the Secured Party for the attachment of any property of Debtor or any indebtedness
owing to Debtor; (iv) Debtor or any guarantor of any Obligation shall (A) be or become
insolvent (however defined); or (B) voluntarily file, or have filed against it involuntarily, a
petition under the United States Bankruptcy Code; or (C) if a corporation, partnership, or
organization, be dissolved or liquidated or, if a partnership, suffer the death of a partner
or, if an individual, die, or (D) go out of business; (v) an event of default shall occur under
any indebtedness Debtor may now or hereafter owe to any affiliate of Secured Party; (vi) if
Debtor is a corporation, more than 50% of the shares of voting stock of Debtor shall become
owned by a shareholder or shareholders who were not owners of voting stock of Debtor on the
date of this Agreement or, if Debtor is a partnership, more than 50% of the partnership
interests in the Debtor shall become owned by a partner or partners who were not partners of
Debtor on the date of this Agreement; or (vii) Debtor shall consolidate with or merge into, or
sell all or substantially all of its assets to, any individual, corporation, or other entity.
	 
	6.	 	Remedies upon Event of Default. Upon the occurrence of an Event of Default under Section 5
and at any time thereafter, Secured Party may exercise any one or more of the following rights
and remedies; (i) declare all unmatured Obligations to be immediately due and payable, and the
same shall thereupon be immediately due and payable, without presentment or other notice or
demand; (ii) exercise and enforce any or all rights and remedies available upon default to a
secured party under the Uniform Commercial Code, including but not limited to the right to
take possession of any Collateral, proceeding without judicial process or by judicial process
(without a prior hearing or notice thereof, which Debtor hereby expressly waives), and the
right to sell, lease or otherwise dispose of any or all of the Collateral, and in connection
therewith, Secured Party may require Debtor to make the Collateral available to Secured Party
at a place to be designated by Secured Party which is reasonably convenient to both parties,
and if notice to Debtor of any intended disposition of Collateral or any other intended action
is required by law in a particular instance, such notice shall be deemed commercially
reasonable if given (in the manner specified in Section 7) at least to calendar days prior to
the date of intended disposition or other action; (iii) exercise or enforce any or all other
rights or remedies available to Secured Party by law or agreement against the Collateral,
against Debtor or against any other person or property. Upon the occurrence of the Event of
Default described in Section 5(iv)(B), all Obligations shall be immediately due and payable
without demand or notice thereof.
	 
	7.	 	Miscellaneous. This Agreement can be waived, modified, amended, terminated or discharged,
and the Security interest can be released, only explicitly in a writing signed by Secured
Party. A waiver signed by Secured Party shall be effective only in the specific instance and
for the specific purpose given. Mere delay or failure to act shall not preclude the exercise
or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of
Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured
Party’s option, and the exercise or enforcement of any one such right or remedy shall neither
be a condition to nor bar the exercise or enforcement of any other. All notices to be given
to Debtor shall be deemed sufficiently given if delivered or mailed by registered or certified
mail, postage prepaid, to Debtor at its address set forth above or at the most recent address
shown on Secured Party’s records. Secured Party’s duty of care with respect to Collateral in
its possession (as imposed by law) shall be deemed fulfilled if Secured Party exercises
reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third person, exercises reasonable care in the
selection of the bailee or other third person, and Secured Party need not otherwise preserve,
protect, insure or care for any Collateral. Secured Party shall not be obligated to reserve
any rights Debtor may have against prior parties, to realize on the Collateral at all or in
any particular manner or order, or to apply any cash proceeds of Collateral in any particular
order of application. This Agreement shall be binding upon and inure to the benefit of
Debtor and Secured Party and their respective heirs, representatives, successors and assigns
and shall take effect when signed by Debtor and delivered to Secured Party, and Debtor waves
notice of Secured Party’s acceptance hereof. Secured Party may execute this Agreement if
appropriate for the purpose of filing, but the failure of Secured Party to execute this
Agreement shall not affect or impair the validity or effectiveness of this Agreement. A
carbon, photographic or other reproduction of this Agreement or of any financing statement
signed by the Debtor shall have the same force and effects as the original for all purposes of
a financing statement. Except to the extent otherwise required by law, this Agreement shall
be governed by the internal laws of the state of Minnesota.  If any provision or application
of this Agreement is held unlawful or unenforceable in any respect, such illegality or
unenforceability shall not affect other provisions or applications
which can  be given effect,
and this Agreement shall be construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby. All representations and
warranties contained in this Agreement shall survive the execution, delivery and performance
of this Agreement and the creation and payment of the Obligations. If this Agreement is signed
by more than one person as Debtor, the term “Debtor” shall refer to each of them separately
and to both or all of them jointly; all such persons shall be bound both severally and jointly
with the other(s); and the Obligations shall include all debts, liabilities and obligations
owed to Secured Party by any Debtor solely or by both or several or all Debtors jointly or
jointly and severally, and all property described in Section 1 shall be included as part of
the Collateral, whether it is owned jointly by both or all Debtors or is owned in whole or in
part by one (or more) of them. Secured Party may in its sole discretion, accept a photocopy,
electronically transmitted facsimile or other reproduction of this Agreement (a “Counterpart”)
as the binding and effective record of this Agreement whether or not an ink signed copy hereof
is also received by Secured Party from Debtor, provided, however, that if Secured Party
accepts a Counterpart as the binding and effective record hereof, the Counterpart acknowledged
in writing above by Secured Party shall constitute the record hereof. Debtor agrees that such
Counterpart received by Secured Party, shall, when acknowledged in writing by Secured Party,
constitute an original document for the purposes of establishing the provisions thereof and
shall be legally admissible under the best evidence rule and binding on and enforceable
against Debtor. If Secured Party accepts a Counterpart as the binding and effective record
hereof only such Counterpart acknowledged in writing above by Secured Party shall be marked
“Original” and to the extent that this Agreement
constitutes chattel paper, a security
interest may only be created in the Agreement that bears Secured Party’s ink signed
acknowledgement and is marked “Original” DEBTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THE SECURITY AGREEMENT.




Ver. 1007


Page 2 of 2: SECAGRCL