exv10w1



 





Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     This Third Amendment to Credit Agreement (the “Amendment”), dated as of March 31,
2007, 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, and by Second Amendment to Credit Agreement dated as of October 19,
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)
extend the Revolving Maturity Date, and (b) 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:




     “Third Amendment” means the Third Amendment to Credit Agreement dated as of
March 31, 2007.



 









 






     “Third Amendment Closing Date” means March 31, 2007.




     (b) The definition of “Adjusted Cash Flow Leverage Ratio” is deleted in its
entirety.




     (c) The definition of “Applicable Rate” is amended by deleting therefrom the
word “Adjusted” each time it appears therein.




     (d) 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	 	 	Cash Flow Leverage Ratio	 	 	Fee	 	 	Letters of Credit	 	 	for Loans	 
	 	I	 	 	Less than 1.50 to 1.00
	 	 	0.200%	 	 	1.125%	 	 	-0.625%	 
	 	II	 	 	Greater than or equal to 1.50 to
1.00 but less than 2.00 to 1.00
	 	 	0.200%	 	 	1.375%	 	 	-0.375%	 
	 	III	 	 	Greater than or equal to 2.00 to
1.00 but less than 2.50 to 1.00
	 	 	0.250%	 	 	1.625%	 	 	-0.125%	 
	 	IV	 	 	Greater than or equal to 2.50 to
1.00 but less than 3.00 to 1.00
	 	 	0.250%	 	 	1.875%	 	 	0.125%	 
	 	V	 	 	Greater than or equal to 3.00 to 1.00
	 	 	0.350%	 	 	2.125%	 	 	0.375%	 
	 






     (e) The last sentence of the definition of “Applicable Rate” is amended and
restated in its entirety to read as follows:




     Notwithstanding the foregoing, the Applicable Rate in effect from and after the Third
Amendment Closing Date through and including the date the Compliance Certificate for the
period ending June 30, 2007, is delivered pursuant to Section 6.02(b) shall be
Pricing Level II.




     (f) The definition of “Consolidated Senior Funded Indebtedness” is amended by
deleting from clause (a) thereof the words “but excluding any Subordinated Debt”.




     (g) The definition of “Excess Cash Flow” is amended by deleting therefrom the
number “4,000,000” and inserting in lieu thereof the number “5,000,000”.




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




     (i) The definition of “Fixed Charge Coverage Rate” is amended by adding the word
“and” immediately before clause (ii), by deleting therefrom clause (iii), and
by changing the last comma therein to a period.




     (j) Clause (a) of the definition of “Revolving Maturity Date” is amended by
deleting the reference to “October 20, 2010” and inserting in lieu thereof the date “April 2,
2012”;



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




     (b) Capital Expenditures, other than for gas wells, in the ordinary course of business
not exceeding $10,000,000 during any Fiscal Year.



     2.3 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:



	 	 	 	 	 	 
	 
	 	 	 	 	Maximum Cash Flow	 
	 	Fiscal Quarters Ending	 	 	Leverage Ratio	 
	 	Second Amendment Closing Date and each
Fiscal Quarter and thereafter
	 	 	3.50 to 1.00	 
	 





     2.4 Further Amendment to Section 7.14. Clause (c) of Section 7.14 is deleted
in its entirety.



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



ARTICLE III




Conditions Precedent




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




     (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
Amendment.




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




     (f) 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.



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ARTICLE IV




Ratifications, Representations and Warranties




     4.1 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 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.



     4.2 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 V




Miscellaneous




     5.1 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.



     5.2 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.



     5.3 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.



     5.4 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.



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     5.5 Effect of Waiver. No consent or waiver, express or implied, by the Administrative
Agent or any Bank to or for any breach of or deviation from any covenant, condition or duty by the
Borrower shall be deemed a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.



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



     5.7 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).



     5.8 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.



     5.9 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.



     5.10 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.



     5.11 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 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.]




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     Executed as of the date first written above.



	 	 	 	 	 
	 	BORROWER:





UNITED STATES LIME & MINERALS, INC.

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



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Administrative

Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Jay W. Denny 	 
	 	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	NATIONAL CITY BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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	 	ACKNOWLEDGED AND AGREED TO:

 

ARKANSAS LIME COMPANY 

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



	 	 	 	 	 
	 	COLORADO LIME COMPANY

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



	 	 	 	 	 
	 	TEXAS LIME COMPANY

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



	 	 	 	 	 
	 	U.S. LIME COMPANY (formerly named

U.S. LIME COMPANY — HOUSTON)

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




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