Exhibit 10.1(d)

|   |   | Jane P. Faulkenberry    Senior Vice President    918-588-6272    FAX: 918-280-3368    Jfaulkenberry@bokf.com |   |
|--------|--------|--------------------------------------------------------------------------------------------------------------|--------|

 

January 1, 2006

Ms. Debra RoeChief Financial OfficerThe Monarch Cement Company449 1200 StreetHumboldt, KS 66748

RE:  Fourth Amendment to Agreement dated January 1, 2001 between The MonarchCement Company("Borrower") and Bank of Oklahoma, N.A. ("Lender") in theaggregate amount of $35,000,000 (the"Loan Agreement"), as amended by FirstAmendment dated December 31, 2002, Second Amendmentdated December 31, 2003 andThird Amendment dated December 31, 2004.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the LoanAgreement subject to theterms of this letter agreement ("Fourth Amendment'). Subject to the terms of the Loan Agreement, asamended, and this FourthAmendment, the Commitment will be:  1) a $25,000,000 Term Loan ('Term Loan')with a balance as of December 27, 2005 of $23,613,405.13 and 2) a $10,000,000RevolvingLine of Credit ("Revolving Line") that is a renewal of the $10,000,000Revolving Line subject to the termsof this letter amendment ('FourthAmendment').

Section 2 of the Loan Agreement is hereby deleted and replaced with thefollowing:

2.  The Revolving Line.  Lender agrees to loan Borrower up to $10,000,000 asBorrower may from timeto time request as evidenced by a promissory note in theform attached as Exhibit B, maturing onDecember 31, 2006 (which together withany extensions, renewals and changes in form thereof, ishereinafter referred toas the "Line Note").  Advances under the Line Note shall be used for workingcapital and general corporate purposes, including issuance of letters of credit.

2.1.  Provided there is no Event of Default, Borrower may advance, pay down,and re-advance funds onthe Line Note.

2.2.  Letters of Credit shall be issued pursuant to Lender's standardprocedure, upon receipt by Lenderof an application; provided that (a) no event of default has occurred and iscontinuing, and (b) the requestedletter of credit will not expire after the maturity date of the Line Note. Borrower shall pay all standard feesand costs charged by Lender in connection with the issuance of Letters ofCredit.  Lender shall bereimbursed for drawings under the Letters of Credit either by Borrower or by anadvance on the Line Note.

2.3.  Borrower may repay the Revolving Line in whole or part at any timewithout penalty.

2.4.  Interest shall accrue and be payable quarterly as set forth in the LineNote at a floating interest rateof BOKF National Prime less 1.00%.  Theoutstanding principal balance plus accrued interest shall bepayable at maturitydate of December 31, 2006.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations,and warranties of Borrowerin the Loan Agreement remain in full force andeffect.  In addition to the terms of the Loan Agreement, asmodified by thisFourth Amendment, Borrower consents to the provisions of the Term Note and theLineNote; provided however, that to the extent any conflict exists between theLoan Agreement and the Notes, then the Loan Agreement shall be controlling.

 

LENDER:                                                                   BORROWER:

Bank of Oklahoma, N.A.                                              TheMonarch Cement Company

 

By:  /s/ Jane Faulkenberry                                             By:/s/ Walter H. Wulf, Jr.       Jane Faulkenberry                                                      Walter H. Wulf, Jr.       Senior Vice President                                                 President