Schedule 11(p) - Parent, Subsidiaries And Affiliates
Schedule 11(r) - Employment Matters
Schedule 11(t) - Environmental Matters
Schedule 11(u) - ERISA
(D)
OMNIBUS AMENDMENT TO OTHER AGREEMENTS. EACH REFERENCE IN EACH
OTHER AGREEMENT TO "BORROWER", "LOAN PARTY", "BORROWERS" AND/OR "LOAN PARTIES",
AS APPLICABLE, SHALL BE DEEMED TO INCLUDE A REFERENCE TO RMC.
SECTION 4.
ACKNOWLEDGEMENTS AND POST-CLOSING MATTERS.
(A)
THE BORROWERS AND THE LOAN PARTIES COVENANT AND AGREE THAT THE
BORROWERS AND THE LOAN PARTIES SHALL DELIVER, OR SHALL CAUSE TO BE DELIVERED, TO
AGENT (EACH IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) SUCH OTHER DOCUMENTS,
AGREEMENTS, CERTIFICATES OR OTHER ITEMS AS AGENT SHALL REASONABLY REQUIRE TO
EFFECTUATE THE INTENT OF THIS CONSENT AND AMENDMENT.
(B)
THE BORROWERS AND THE LOAN PARTIES COVENANT AND THAT AGREE ON OR
PRIOR TO JUNE 30, 2007 THE BORROWERS AND THE LOAN PARTIES SHALL DELIVER TO
AGENT, A DULY EXECUTED ACCOUNT CONTROL AGREEMENT, IN FORM AND SUBSTANCE
REASONABLE SATISFACTORY TO AGENT, BY AND AMONG APPLICABLE LOAN PARTY, APPLICABLE
BANK AND AGENT WITH RESPECT TO EACH ACCOUNT OF LOAN PARTIES INTO WHICH ANY CASH,
CHECKS, DRAFTS OR OTHER SIMILAR ITEMS OF PAYMENT RELATING TO OR CONSTITUTING
PAYMENTS MADE IN RESPECT OF ANY AND ALL COLLATERAL ARE DEPOSITED AS REQUIRED
PURSUANT TO SECTION 8(A) OF THE LOAN AGREEMENT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE LOAN AGREEMENT OR HEREIN, EACH OF THE LOAN PARTIES
FURTHER ACKNOWLEDGE AND AGREE THAT FAILURE BY THE LOAN PARTIES TO TIMELY SATISFY
THE REQUIREMENT SET FORTH IN THIS CLAUSE (B) SHALL CONSTITUTE AN IMMEDIATE EVENT
OF DEFAULT UNDER THE LOAN AGREEMENT WITHOUT ANY FURTHER NOTICE OR GRACE PERIOD
OF ANY KIND.
SECTION 5.
EFFECTIVENESS. THE EFFECTIVENESS OF THIS CONSENT AND
AMENDMENT IS SUBJECT TO THE SATISFACTION OF EACH THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THIS CONSENT AND AMENDMENT SHALL HAVE BEEN DULY EXECUTED AND DELIVERED
BY BORROWERS, LOAN PARTIES, AGENT AND EACH LENDER;
(1)
Loan Parties to determine which Disclosure Schedules need to be
amended in connection with the RMC Acquisition.
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(B)
AGENT SHALL HAVE RECEIVED EACH OF THE AGREEMENTS, DOCUMENTS,
CERTIFICATES, OPINIONS OR OTHER INSTRUMENTS LISTED ON THE CLOSING CHECKLIST
ATTACHED HERETO AS ANNEX A, EACH DULY EXECUTED BY THE PARTIES THERETO (AS
APPLICABLE) AND EACH IN FORM AND SUBSTANCE SATISFACTORY TO AGENT AND ON OR
BEFORE THE DATES LISTED THEREIN;
(C)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO AGENT, AN OFFICER'S CERTIFICATE OF RMC (A) CERTIFYING THAT (I) THE RMC
PURCHASE IS PERMITTED UNDER THE TERMS AND PROVISIONS OF THE SENIOR NOTE
DOCUMENTS AS IN EFFECT AS OF THE DATE OF THE LOAN AGREEMENT (WITHOUT REGARD TO
ANY SUBSEQUENT WAIVERS OR AMENDMENTS THERETO); AND (II) THE RMC PURCHASE HAS
BEEN CONSUMMATED IN ACCORDANCE WITH THE RMC PURCHASE AGREEMENT; AND
(D)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 6.
REPRESENTATIONS AND WARRANTIES. IN ORDER TO INDUCE AGENT AND
EACH LENDER TO ENTER INTO THIS CONSENT AND AMENDMENT, EACH LOAN PARTY HEREBY
REPRESENTS AND WARRANTS TO