8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  September 23, 2011

PRIMORIS SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34145	20-4743916
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 McKinney Avenue, Suite 1500, Dallas, TX 75201

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (214) 740-5600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As used in this Current Report on Form 8-K, the terms “we,” “us,” “our” and the “Company” mean Primoris Services Corporation, a Delaware corporation, and our consolidated subsidiaries, taken together as a whole.

Item 1.01Entry into a Material Definitive Agreement

Letter of Credit Agreement with Bank of the West

On September 23, 2011, we entered into a credit agreement (“Credit Agreement”) with Bank of the West for purposes of issuing commercial letters of credit for an amount of up to $8 million.  The credit facility expires on August 31, 2012 and is attached as Exhibit #10.1 to this Current Report on Form 8-K.  The Company will maintain a cash balance at the bank in an amount equal to the full amount of any issued letters of credit.

Fifth Amendment to Loan and Security Agreement with PrivateBank and Trust Company

On November 28, 2011, we entered into a Fifth Amendment (the “Fifth Amendment”) to our Loan and Security Agreement (the “Agreement”), dated October 28, 2009, with The PrivateBank and Trust Company.  A copy of the Fifth Amendment is attached as Exhibit #10.2 to the Current Report on Form 8-K.  The Fifth Amendment provides that total debt for capital expenditures, including previously financed capital expenditures, may not exceed $85 million and additionally, investments in WesPac Energy LLC may not exceed $20 million.  Other than as described above, the Agreement remains unchanged.  For a complete copy of the Agreement, please refer to our Current Report on Form 8-K/A (Amendment No. 1), filed on August 3, 2010.

Amendment No. 3 to Master Loan and Security Agreement and Promissory Note with Fifth Third Bank

On November 30, 2011, Stellaris, JCG and ARB, Inc., wholly owned subsidiaries of the Company entered into Amendment No. 3 to the Master Loan and Security Agreement, dated as of August 31, 2009 for the financing of equipment up to $10.5 million, pursuant to an equipment note.  The Promissory Note, dated November 30, 2011 with Fifth Third Bank for $10.5 million, was funded on December 2, 2011, with proceeds used primarily for payoff of certain secured notes with higher rates of interest averaging approximately 5.6%.  The Promissory Note is secured by certain construction equipment as outlined in the Promissory Note Schedule A.  The Promissory Note is payable in equal monthly installments over a five year period.  The principal amount of the Promissory Note bears interest at 2.63% per annum and may prepay the note in whole after the first year, subject to a prepayment premium.  Certain of our subsidiaries have agreed to be obligated as co-borrowers for all amounts borrowed under the Amendment No. 3 and the Promissory Note. A copy of Amendment No. 3 is attached as Exhibit #10.3 and the Promissory Note as Exhibit #10.4 to the Current Report on Form 8-K.

Loan and Security Agreement with JPMorgan Chase Bank, N.A.

On November 30, 2011, Stellaris, LLC (“Stellaris”) and James Construction Group, LLC (“JCG”), wholly owned subsidiaries of the Company, entered into a Loan and Security Agreement (the “Chase Agreement”) with JP Morgan Chase Bank (the “Bank”) for financing of equipment up to $16 million, pursuant to an equipment note.  The Business Purpose Promissory Note, (the “Note”), dated November 30, 2011, with the Bank for $16 million, was funded on December 5, 2011.  The Note is secured by certain construction equipment as outlined in Schedule A-1 (filed as Exhibit #10.7 of this Form 8-K).  The Note is payable in equal monthly installments over a five year period.  The principal amount of the Note bears interest at 2.14% per annum and may be prepaid, subject to certain prepayment breakage fees.  In connection with the transaction, we entered into a Guaranty Agreement, dated November 22, 2011 with the Bank, whereby we guaranteed the obligations of Stellaris and JCG under the Chase Agreement.  A copy of Chase Agreement is attached as Exhibit #10.5 and the Note as Exhibit #10.6 to the Current Report on Form 8-K.

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Item 9.01.   Financial Statements and Exhibits.

(d)Exhibits.

Exh. No.	Description
10.1	Credit Agreement, dated September 23, 2011, by and among Primoris Services Corporation and Bank of the West.
10.2	Fifth Amendment to Loan and Security Agreement, dated November 28, 2011, by and among Primoris Services Corporation and The PrivateBank and Trust Company.
10.3	Amendment No. 3 to the Master Loan and Security Agreement Loan and Security Agreement, dated November 30, 2011, by and among James Construction Group LLC, Stellaris LLC, ARB Inc. and Fifth Third Bank.
10.4	Promissory Note, dated November 30, 2011, by and among James Construction Group LLC, Stellaris LLC, ARB Inc. and Fifth Third Bank.
10.5	Loan and Security Agreement, dated November 30, 2011, by and among Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.
10.6	Business Purpose Promissory Note, dated November 30, 2011, by and among Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.
10.7	Schedule A-1 Equipment Collateral, dated November 30, 2011, by and between Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRIMORIS SERVICES CORPORATION
Date:  December 14, 2011	By:	/s/ Peter J. Moerbeek
		Name:	Peter J. Moerbeek
		Title:	Executive Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exh. No.	Description
10.1	Credit Agreement, dated September 23, 2011, by and among Primoris Services Corporation and Bank of the West.
10.2	Fifth Amendment to Loan and Security Agreement, dated November 28, 2011, by and among Primoris Services Corporation and The PrivateBank and Trust Company.
10.3	Amendment No. 3 to the Master Loan and Security Agreement Loan and Security Agreement, dated November 30, 2011, by and among James Construction Group LLC, Stellaris LLC, ARB Inc. and Fifth Third Bank.
10.4	Promissory Note, dated November 30, 2011, by and among James Construction Group LLC, Stellaris LLC, ARB Inc. and Fifth Third Bank.
10.5	Loan and Security Agreement, dated November 30, 2011, by and among Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.
10.6	Business Purpose Promissory Note, dated November 30, 2011, by and among Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.
10.7	Schedule A-1 Equipment Collateral, dated November 30, 2011, by and between Stellaris LLC, James Construction Group LLC and JPMorgan Chase Bank, N.A.

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EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

(LETTER OF CREDIT)

This Agreement (the “Agreement”) is made and entered into as of September 23, 2011, by and between BANK OF THE WEST (the “Bank”) and PRIMORIS SERVICES CORPORATION (the “Borrower”), on the terms and conditions that follow:

SECTION

1

DEFINITIONS

1.1Certain Defined Terms:  Unless elsewhere defined in this Agreement, the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined):

1.1.1“Business Day”: shall mean a day, other than a Saturday or Sunday, on which commercial banks are open for business in California.

1.1.2“Collateral”: shall mean the property described in Section 3, together with any other personal or real property in which the Bank may be granted a lien or security interest to secure payment of the Obligations.

1.1.3“Debt”:  shall mean all liabilities of the Borrower less Subordinated Debt, if any.

1.1.4“EBITDA”:  shall mean earnings exclusive of extraordinary gains and before deductions for interest expense, taxes, depreciation and amortization expense.

1.1.5“Effective Tangible Net Worth”:  shall mean the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

1.1.6“Environmental Claims”: shall mean all claims, however asserted, by any governmental authority or other person alleging potential liability or responsibility for violation of any Environmental Law or for Discharge or injury to the environment or threat to public health, personal injury (including sickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages (punitive or otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal penalties, injunctive relief, or other type of relief, resulting from or based upon (a) the presence, placement, discharge, emission or release (including intentional and unintentional, negligent and non-negligent, sudden or non-sudden, accidental or non-accidental placement, spills, leaks, Discharges, emissions or releases) of any Hazardous Material at, in, or from property, whether or not owned by the Borrower, or (b) any other circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

1.1.7“Environmental Laws”: shall mean all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authorities, in each case relating to environmental, health, safety and land use matters; including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the Clean Air Act, the Federal Water

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Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know Act, the California Hazardous Waste Control Law, the California Solid Waste Management, Resource, Recovery and Recycling Act, the California Water Code and the California Health and Safety Code.

1.1.8“Environmental Permits”:  shall have the meaning provided in Section 5.11 hereof.

1.1.9“ERISA”:  shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

1.1.10“Event of Default”:  shall have the meaning set forth in Section 7.

1.1.11“Expiration Date”:  shall mean August 31, 2012, or the date of termination of the Bank’s commitment to lend under this Agreement pursuant to Section 8, whichever shall occur first.

1.1.12“Hazardous Materials”:  shall mean all those substances which are regulated by, or which may form the basis of liability under, any Environmental Law, including all substances identified under any Environmental Law as a pollutant, contaminant, hazardous waste, hazardous constituent, special waste, hazardous substance, hazardous material, or toxic substance, or petroleum or petroleum derived substance or waste.

1.1.13“Indebtedness”:  shall mean, with respect to the Borrower, (i) all indebtedness for borrowed money or for the deferred purchase price of property or services in respect of which the Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which the Borrower otherwise assures a creditor against loss and (ii) obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, reported as capital leases in respect of which the Borrower is liable, contingently or otherwise, or in respect of which the Borrower otherwise assures a creditor against loss. The word “Indebtedness” also includes expenses incurred by the Bank to enforce obligations of the Borrower under this Agreement, together with interest on such amounts as provided in this Agreement, and all other obligations, debts, and liabilities of the Borrower to the Bank as well as all claims by the Bank against the Borrower that are now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated, whether the Borrower may be liable individually or jointly with others, whether recovery upon such Indebtedness may be or hereafter may become barred by any statute of limitations, and whether such Indebtedness may be or hereafter may become otherwise unenforceable.

1.1.14“Letter of Credit Facility”:  shall mean the credit facility described as such in Section 2.

1.1.15“Obligations”:  shall mean all amounts owing by the Borrower to the Bank pursuant to this Agreement including, but not limited to, the unpaid principal amount of any loans or advances.

1.1.16“Ordinary Course of Business”:  shall mean, with respect to any transaction involving the Borrower or any of its subsidiaries or affiliates, the ordinary course of the Borrower’s business, as conducted by the Borrower in accordance with past practice and undertaken by the Borrower in good faith and not for the purpose of evading any covenant or restriction in this Agreement or in any other document, instrument or agreement executed in connection herewith.

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1.1.17“Permitted Liens”:  shall mean: (i) liens and security interests securing indebtedness owed by the Borrower to the Bank; (ii) liens for taxes, assessments or similar charges not yet due; (iii) liens of materialmen, mechanics, warehousemen, or carriers or other like liens arising in the Ordinary Course of Business and securing obligations which are not yet delinquent; (iv) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower in the Ordinary Course of Business to secure Indebtedness outstanding on the date hereof or permitted to be incurred herein; (v) liens and security interests which, as of the date hereof, have been disclosed to and approved by the Bank in writing; and (vi) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the Borrower’s assets.

1.1.18“Subordinated Debt”:  shall mean such liabilities of the Borrower which have been subordinated to those owed to the Bank in a manner acceptable to the Bank.

1.2Accounting Terms:  All references to financial statements, assets, liabilities, and similar accounting items not specifically defined herein shall mean such financial statements or such items prepared or determined in accordance with generally accepted accounting principles consistently applied and, except where otherwise specified, all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

1.3Other Terms:  Other terms not otherwise defined shall have the meanings attributed to such terms in the Uniform Commercial Code as in effect on July 1, 2001 and from time to time thereafter.

SECTION

2

CREDIT FACILITIES

2.1LETTER OF CREDIT FACILITY

2.1.1Letter of Credit Facility:  The Bank agrees to issue commercial and/or standby letters of credit (each a “Letter of Credit”) on behalf of the Borrower of up to $8,000,000.00.

For the purposes hereof, any Letters of Credit issued and outstanding for the account of the Borrower as of the date hereof shall be deemed to be issued hereunder.

(i)Upon the Bank’s request, the Borrower shall promptly pay to the Bank issuance fees and such other fees, commissions, costs and any out-of-pocket expenses charged or incurred by the Bank with respect to any Letter of Credit.

(ii)The commitment by the Bank to issue Letters of Credit shall, unless earlier terminated in accordance with the terms of the Agreement, automatically terminate on the Expiration Date of the Letter of Credit Facility and no Letter of Credit shall expire on a date which is after the Expiration Date.

(iii)Each Letter of Credit shall be in form and substance satisfactory to the Bank and in favor of beneficiaries satisfactory to the Bank, provided that the Bank may refuse to issue a Letter of Credit due to the nature of the transaction or its terms or in connection with any transaction where the Bank, due to the beneficiary or the nationality or residence of the beneficiary, would be prohibited by any applicable law, regulation or order from issuing such Letter of Credit.

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(iv)Prior to the issuance of each Letter of Credit, but in no event later than 10:00 a.m. (California time) on the day such Letter of Credit is to be issued (which shall be a Business Day), the Borrower shall deliver to the Bank a duly executed form of the Bank’s standard form of application for issuance of a Letter of Credit with proper insertions.

(v)The Borrower shall, upon the Bank’s request, promptly pay to and reimburse the Bank for all costs incurred and payments made by the Bank by reason of any future assessment, reserve, deposit or similar requirement or any surcharge, tax or fee imposed upon the Bank or as a result of the Bank’s compliance with any directive or requirement of any regulatory authority pertaining or relating to any Letter of Credit.

2.2Late Payment:  In addition to any other rights the Bank may have hereunder, if any payment of principal or interest or any portion thereof, under this Agreement is not paid within 15 days of when due, a late payment charge equal to five percent (5%) of such past due payment may be assessed and shall be immediately payable.

SECTION

3

COLLATERAL

3.1The Collateral:  To secure payment and performance of all the Borrower’s Obligations under this Agreement and all other liabilities, loans, guarantees, covenants and duties owed by the Borrower to the Bank, whether or not evidenced by this or by any other agreement, absolute or contingent, due or to become due, now existing or hereafter and howsoever created, the Borrower hereby grants the Bank a security interest in and to all of the following property:

(i)Deposit Accounts.  Account No(s). 246-48238 maintained with Bank of the West and all substitutions thereof, together with all interest accruing thereunder and therefrom. The Collateral shall be controlled by instructions of Bank without further consent from Borrower and without regard to any inconsistent or conflicting instructions given to Bank by Borrower including any directions made or checks drawn for the disposition of funds.

The Bank’s security interest in the Collateral shall be a continuing lien and shall include the proceeds and products of the Collateral including, but not limited to, the proceeds of any insurance thereon.

Borrower hereby consents to and instructs Bank to file financing statements in all locations deemed appropriate by the Bank from time to time.

The security interest granted to Bank in the Collateral shall not secure or be deemed to secure any Indebtedness of the Borrower to the Bank which is, at the time of its creation, subject to the provisions of any state or federal consumer credit or truth-in-lending disclosure statutes.

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SECTION

4

CONDITIONS PRECEDENT

4.1Conditions Precedent:  The obligation of the Bank to make the first extension of credit to or on account of the Borrower hereunder is subject to the conditions precedent that the Bank shall have received before the date of such first extension of credit all of the following, in form and substance satisfactory to the Bank:

(i)Authority to Borrow.  Evidence that the execution, delivery and performance by the Borrower of this Agreement and any document, instrument or agreement required hereunder have been duly authorized.

(ii)Fees.  Payment of all of the Bank’s out-of-pocket expenses in connection with the preparation and negotiation of this Agreement.

(iii)Miscellaneous.  Such other evidence as the Bank may request to establish the consummation of the transaction contemplated hereunder and compliance with the conditions of this Agreement.

4.2Conditions Precedent to All Extensions of Credit:  The obligation of the Bank to make each advance or each other extension of credit, as the case may be, to or on account of the Borrower (including the initial advance or the first extension of credit) shall be subject to the further conditions precedent that, on the date of each advance or each extension of credit and after the making of such advance or extension of credit:

(i)Reporting Requirements.  The Bank shall have received the documents set forth in Section 6.1.

(ii)Subsequent Approvals.  The Bank shall have received such supplemental approvals, opinions or documents as the Bank may reasonably request.

(iii)Representations and Warranties.  The representations contained in Section 5 and in any other document, instrument or certificate delivered to the Bank hereunder are true, correct and complete.

(iv)Event of Default.  No event has occurred and is continuing which constitutes, or with the lapse of time or giving of notice or both, would constitute an Event of Default.

(v)Collateral.  The security interest in the Collateral has been duly authorized, created and perfected with first priority and is in full force and effect.

The Borrower’s acceptance of the proceeds of any loan, advance or extension of credit or the Borrower’s execution of any document or instrument evidencing or creating any Obligation hereunder shall be deemed to constitute the Borrower’s representation and warranty that all of the above statements are true and correct.

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SECTION

5

REPRESENTATIONS AND WARRANTIES

The Borrower hereby makes the following representations and warranties to the Bank, which representations and warranties are continuing:

5.1Status:  The Borrower’s correct legal name is as stated in this Agreement and the Borrower is a corporation duly organized and validly existing under the laws of Delaware and with its chief executive office in the state of California and is properly licensed and is qualified to do business and in good standing in, and, where necessary to maintain the Borrower’s rights and privileges, has complied with the fictitious name statute of every jurisdiction in which the Borrower is doing business.

5.2Authority:  The execution, delivery and performance by the Borrower of this Agreement and any instrument, document or agreement required hereunder have been duly authorized and do not and will not: (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having application to the Borrower; (ii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (iii) require any consent or approval of its stockholders or violate any provision of its articles of incorporation or by-laws.

5.3Legal Effect:  This Agreement constitutes, and any instrument, document or agreement required hereunder when delivered hereunder will constitute, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms.

5.4Fictitious Trade Styles:  There are no fictitious trade styles, fictitious trade names, assumed business names or trade names (defined herein as “Trade Name”) used by the Borrower in connection with its business operations. The Borrower shall notify the Bank not less than 30 days prior to effecting any change in the matters described herein or prior to using any other Trade Name at any future date, indicating the Trade Name and State(s) of its use.

5.5Financial Statements:  All financial statements, information and other data which may have been or which may hereafter be submitted by the Borrower to the Bank are true, accurate and correct and have been or will be prepared in accordance with generally accepted accounting principles consistently applied and accurately represent the financial condition or, as applicable, the other information disclosed therein.  Since the most recent submission of such financial information or data to the Bank, the Borrower represents and warrants that no material adverse change in the Borrower’s financial condition or operations has occurred which has not been fully disclosed to the Bank in writing.

5.6Litigation:  Except as have been disclosed to the Bank in writing, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or the Borrower’s properties before any court or administrative agency which, if determined adversely to the Borrower, would have a material adverse effect on the Borrower’s financial condition or operations or on the Collateral.

5.7Title to Assets:  The Borrower has good and marketable title to all of its assets (including, but not limited to, the Collateral) and the same are not subject to any security interest, encumbrance, lien or claim of any third person except for Permitted Liens.

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5.8ERISA:  If the Borrower has a pension, profit sharing or retirement plan subject to ERISA, such plan has been and will continue to be funded in accordance with its terms and otherwise complies with and continues to comply with the requirements of ERISA.

5.9Taxes:  The Borrower has filed all tax returns required to be filed and paid all taxes shown thereon to be due, including interest and penalties, other than such taxes which are currently payable without penalty or interest or those which are being duly contested in good faith.

5.10Margin Stock.  The proceeds of any loan or advance hereunder will not be used to purchase or carry margin stock as such term is defined under Regulation U of the Board of Governors of the Federal Reserve System.

5.11Environmental Compliance.  The operations of the Borrower comply, and during the term of this Agreement will at all times comply, in all respects with all Environmental Laws; the Borrower has obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) and necessary for its ordinary course operations, all such Environmental Permits are in good standing, and the Borrower is in compliance with all material terms and conditions of such Environmental Permits; neither the Borrower nor any of its present property or operations is subject to any outstanding written order from or agreement with any governmental authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material; there are no Hazardous Materials or other conditions or circumstances existing, or arising from operations prior to the date of this Agreement, with respect to any property of the Borrower that would reasonably be expected to give rise to Environmental Claims; provided, however, that with respect to property leased from an unrelated third party, the foregoing representation is made to the best knowledge of the Borrower.  In addition, (i) the Borrower does not have any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws, or that are leaking or disposing of Hazardous Materials off-site, and (ii) the Borrower has notified all of their employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under Title III of CERCLA and all other Environmental Laws.

SECTION

6

COVENANTS

The Borrower covenants and agrees that, during the term of this Agreement, and so long thereafter as the Borrower is indebted to the Bank under this Agreement, the Borrower will, unless the Bank shall otherwise consent in writing:

6.1Reporting and Certification Requirements:  Deliver or cause to be delivered to the Bank in form and detail satisfactory to the Bank:

(i)Not later than 120 days after the end of each of the Borrower’s fiscal years, a copy of the annual audited financial report of the Borrower for such year, prepared by a firm of certified public accountants acceptable to Bank and accompanied by an unqualified opinion of such firm.

(ii)Not later than 45 days after the end of each quarter, a copy of the Borrower’s financial statement as of the end of such period.

(iii)Concurrently with the delivery of the financial reports required hereunder, a compliance certificate stating that the Borrower is in compliance with all covenants contained herein and that no Event of Default or potential Event of Default has

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occurred or is continuing, and certified to by the chief financial officer of the Borrower.

(iv)Promptly upon the Bank’s request, such other information pertaining to the Borrower, the Collateral or any guarantor hereunder as the Bank may reasonably request.

6.2Financial Condition:  The Borrower promises and agrees, during the term of this Agreement and until payment in full of all of the Borrower’s Obligations, the Borrower will maintain at all times:

(i)A minimum Effective Tangible Net Worth of at least $90,000,000.00, to be measured on a quarterly basis.

(ii)A ratio of not less than 1.25 to 1 where the numerator is EBITDA, minus Cash Paid Taxes and Cash Paid Dividends, and the denominator is Cash Paid Interest Expense, plus Scheduled Principal Payments on Senior Debt and Subordinated Debt, measured on a quarterly basis.

6.3Preservation of Existence; Compliance with Applicable Laws:  Maintain and preserve its existence and all rights and privileges now enjoyed; and conduct its business and operations in accordance with all applicable laws, rules and regulations.

6.4Merge or Consolidate:  Not liquidate or dissolve, merge or consolidate with or into, or acquire any other business organization.

6.5Maintenance of Insurance: Keep and maintain the Collateral insured for not less than its full replacement value against all risks of loss and damage and maintain insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower operates and maintain such other insurance and coverages as may be required by the Bank.  All such insurance shall be in form and amount and with companies satisfactory to the Bank.

With respect to insurance covering properties in which the Bank maintains a security interest or lien, such insurance shall name the Bank as loss payee pursuant to a loss payable endorsement satisfactory to the Bank and shall not be altered or canceled except upon 10 days’ prior written notice to the Bank.  Upon the Bank’s request, the Borrower shall furnish the Bank with the original policy or binder of all such insurance.

6.6Maintenance of Collateral and Other Properties:  Except for Permitted Liens, keep and maintain the Collateral free and clear of all levies, liens, encumbrances and security interests (including, but not limited to, any lien of attachment, judgment or execution) and defend the Collateral against any such levy, lien, encumbrance or security interest; comply with all laws, statutes and regulations pertaining to the Collateral and its use and operation; execute, file and record such statements, notices and agreements, take such actions and obtain such certificates and other documents as necessary to perfect, evidence and continue the Bank’s security interest in the Collateral and the priority thereof; maintain accurate and complete records of the Collateral which show all sales, claims and allowances; and properly care for, house, store and maintain the Collateral in good condition, free of misuse, abuse and deterioration, other than normal wear and tear.  The Borrower shall also maintain and preserve all its properties in good working order and condition in accordance with the general practice of other businesses of similar character and size, ordinary wear and tear excepted.

6.7Payment of Obligations and Taxes:  Make timely payment of all assessments and taxes and all of its liabilities and obligations including, but not limited to, trade payables, unless the same are being contested in good faith by appropriate proceedings with the appropriate court or regulatory agency.  For purposes hereof, the Borrower’s issuance of a check, draft or similar instrument without delivery to the intended payee shall not constitute payment.

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6.8Depository Relationships:  Maintain its primary business depository relationship with Bank, including general, operating and administrative deposit accounts and cash management services.

6.9Inspection Rights and Accounting Records:  The Borrower will maintain adequate books and records in accordance with generally accepted accounting principles consistently applied and in a manner otherwise acceptable to Bank, and, at any reasonable time and from time to time, permit the Bank or any representative thereof to examine and make copies of the records and visit the properties of the Borrower and discuss the business and operations of the Borrower with any employee or representative thereof.  If the Borrower shall maintain any records (including, but not limited to, computer generated records or computer programs for the generation of such records) in the possession of a third party, the Borrower hereby agrees to notify such third party to permit the Bank free access to such records at all reasonable times and to provide the Bank with copies of any records which it may request, all at the Borrower’s expense, the amount of which shall be payable immediately upon demand.

6.10Transfer Assets: Not, after the date hereof, sell, contract for sale, convey, transfer, assign, lease or sublet, any of its assets (including, but not limited to, the Collateral) except in the Ordinary Course of Business and, then, only for full, fair and reasonable consideration.

6.11Change in Nature of Business:  Not make any material change in its financial structure or the nature of its business as existing or conducted as of the date hereof.

6.12Maintenance of Jurisdiction:  Borrower shall maintain the jurisdiction of its organization and chief executive office, or if applicable, principal residence, as set forth herein and not change such jurisdiction name or form of organization without 30 days prior written notice to Bank.

6.13Compensation of Employees:  Compensate its employees for services rendered at an hourly rate at least equal to the minimum hourly rate prescribed by any applicable federal or state law or regulation.

6.14Notice:  Give the Bank prompt written notice of any and all (i) Events of Default; (ii) litigation, arbitration or administrative proceedings to which the Borrower is a party or which affects the Collateral; (iii) other matters which have resulted in, or might result in a material adverse change in the Collateral or the financial condition or business operations of the Borrower, and (iv) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower or any of its properties.

6.15Environmental Compliance:  The Borrower shall conduct its operations and keep and maintain all of its property in compliance with all Environmental Laws and, upon the written request of the Bank, the Borrower shall submit to the Bank, at the Borrower’s sole cost and expense, at reasonable intervals, a report providing the status of any environmental, health or safety compliance, hazard or liability.

6.16Loan to Collateral Value:  So long as there are any outstanding Indebtedness under this Agreement, the ratio of outstanding Indebtedness to the value of the Collateral at its then current market value (as determined by the Bank) shall not be greater than 100% (the “Loan-to-Collateral Ratio”).  To the extent that such Loan-to-Collateral Ratio is not maintained, the Borrower shall promptly, upon the Bank’s request:  (i) assign and pledge to the Bank such additional assets of a character satisfactory to the Bank and having a market value sufficient to reinstate and maintain such Loan-to-Collateral Ratio or (ii) make a payment to the Bank in an amount sufficient to reduce the outstanding principal balance of the Indebtedness under this Agreement so that the Loan-to-Collateral Ratio is reinstated and maintained.

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SECTION

7

EVENTS OF DEFAULT

Any one or more of the following described events shall constitute an event of default (an “Event of Default”) under this Agreement:

7.1Non-Payment:  Any Borrower shall fail to pay the principal amount of any Obligations when due or interest on the Obligations within 5 days of when due.

7.2Performance Under This Agreement:  The Borrower shall fail in any material respect to perform or observe any term, covenant or agreement contained in this Agreement or in any document, instrument or agreement relating to this Agreement or any other document or agreement executed by the Borrower with or in favor of Bank and any such failure shall continue unremedied for more than 30 days after the occurrence thereof.

7.3Representations and Warranties; Financial Statements:  Any representation or warranty made by the Borrower under or in connection with this Agreement or any financial statement given by the Borrower or any guarantor shall prove to have been incorrect in any material respect when made or given or when deemed to have been made or given.

7.4Other Agreements:  If there is a default under any agreement to which Borrower is a party with Bank or with a third party or parties resulting in a right by the Bank or by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness.

7.5Insolvency:  The Borrower or any guarantor shall:  (i) become insolvent or be unable to pay its debts as they mature; (ii) make an assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its properties and assets; (iii) file a voluntary petition in bankruptcy or seeking reorganization or to effect a plan or other arrangement with creditors; (iv) file an answer admitting the material allegations of an involuntary petition relating to bankruptcy or reorganization or join in any such petition; (v) become or be adjudicated a bankrupt; (vi) apply for or consent to the appointment of, or consent that an order be made, appointing any receiver, custodian or trustee, for itself or any of its properties, assets or businesses; or (vii) in an involuntary proceeding, any receiver, custodian or trustee shall have been appointed for all or substantial part of the Borrower’s or guarantor’s properties, assets or businesses and shall not be discharged within 30 days after the date of such appointment.

7.6Execution:  Any writ of execution or attachment or any judgment lien shall be issued against any property of the Borrower and shall not be discharged or bonded against or released within 30 days after the issuance or attachment of such writ or lien.

7.7Suspension:  The Borrower shall voluntarily suspend the transaction of business or allow to be suspended, terminated, revoked or expired any permit, license or approval of any governmental body necessary to conduct the Borrower’s business as now conducted.

7.8Material Adverse Change:  If there occurs a material adverse change in the Borrower’s business or financial condition, or if there is a material impairment of the prospect of repayment of any portion of the Obligations or there is a material impairment of the value or priority of the Bank’s security interest in the Collateral, or if a Borrower who is a natural person shall die.

7.9Change in Ownership:  There shall occur a sale, transfer, disposition or encumbrance (whether voluntary or involuntary), or an agreement shall be entered into to do so, with respect to more than 10% of the issued and outstanding capital stock of the Borrower.

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7.10Impairment of Collateral.  There shall occur any injury or damage to all or any part of the Collateral or all or any part of the Collateral shall be lost, stolen or destroyed.

SECTION

8

REMEDIES ON DEFAULT

Upon the occurrence of any Event of Default, the Bank may, at its sole and absolute election, without demand and only upon such notice as may be required by law:

8.1Acceleration:  Declare any or all of the Borrower’s indebtedness owing to the Bank, whether under this Agreement or any other document, instrument or agreement, immediately due and payable, whether or not otherwise due and payable.

8.2Cease Extending Credit:  Cease extending credit to or for the account of the Borrower under this Agreement or under any other agreement now existing or hereafter entered into between the Borrower and the Bank.

8.3Termination:  Terminate this Agreement as to any future obligation of the Bank without affecting the Borrower’s obligations to the Bank or the Bank’s rights and remedies under this Agreement or under any other document, instrument or agreement.

8.4Letters of Credit:  Require the Borrower to pay immediately to the Bank, for application against drawings under any outstanding Letters of Credit, the outstanding principal amount of any such Letters of Credit which have not expired.  Any portion of the amount so paid to the Bank which is not applied to satisfy draws under any such Letters of Credit or any other obligations of the Borrower to the Bank shall be repaid to the Borrower without interest.

8.5Protection of Security Interest:  Make such payments and do such acts as the Bank, in its sole judgment, considers necessary and reasonable to protect its security interest or lien in the Collateral. The Borrower hereby irrevocably authorizes the Bank to pay, purchase, contest or compromise any encumbrance, lien or claim which the Bank, in its sole judgment, deems to be prior or superior to its security interest.  Further, the Borrower hereby agrees to pay to the Bank, upon demand therefor, all expenses and expenditures (including attorneys’ fees) incurred in connection with the foregoing.

8.6Foreclosure:  Enforce any security interest or lien given or provided for under this Agreement or under any security agreement, mortgage, deed of trust or other document, in such manner and such order, as to all or any part of the properties subject to such security interest or lien, as the Bank, in its sole judgment, deems to be necessary or appropriate and the Borrower hereby waives any and all rights, obligations or defenses now or hereafter established by law relating to the foregoing.  In the enforcement of its security interest or lien, the Bank is authorized to enter upon the premises where any Collateral is located and take possession of the Collateral or any part thereof, together with the Borrower’s records pertaining thereto, or the Bank may require the Borrower to assemble the Collateral and records pertaining thereto and make such Collateral and records available to the Bank at a place designated by the Bank.  The Bank may sell the Collateral or any portions thereof, together with all additions, accessions and accessories thereto, giving only such notices and following only such procedures as are required by law, at either a public or private sale, or both, with or without having the Collateral present at the time of the sale, which sale shall be on such terms and conditions and conducted in such manner as the Bank determines in its sole judgment to be commercially reasonable.  The Collateral may be disposed of in its then condition without any preparation or processing.  In connection with any disposition of the Collateral, the Bank may disclaim any warranty relating to title, possession or quiet enjoyment.  Any deficiency which

11

exists after the disposition or liquidation of the Collateral shall be a continuing liability of the Borrower to the Bank and shall be immediately paid by the Borrower to the Bank.  Further, the Borrower hereby agrees to pay to the Bank, upon demand therefore, all expenses and expenditures (including attorney’s fees) incurred in connection with the foregoing.

8.7Non-Exclusivity of Remedies:  Exercise one or more of the Bank’s rights set forth herein or seek such other rights or pursue such other remedies as may be provided by law, in equity or in any other agreement now existing or hereafter entered into between the Borrower and the Bank, or otherwise.

8.8Application of Proceeds:  All amounts received by the Bank as proceeds from the disposition or liquidation of the Collateral shall be applied to the Borrowers’ indebtedness to the Bank as follows:  first, to the costs and expenses of collection, enforcement, protection and preservation of the Bank’s lien in the Collateral, including court costs and reasonable attorneys’ fees at trial and on appeal, whether or not suit is commenced by the Bank; next, to those costs and expenses incurred by the Bank in protecting, preserving, enforcing, collecting, liquidating, selling or disposing of the Collateral; next, to the payment of accrued and unpaid interest on all of the Obligations; next, to the payment of the outstanding principal balance of the Obligations; and last, to the payment of any other indebtedness owed by the Borrowers to the Bank. Any excess Collateral or excess proceeds existing after the disposition or liquidation of the Collateral will be returned or paid by the Bank to the Borrowers.

If any non-cash proceeds are received in connection with any sale of Collateral, the Bank shall not apply such non-cash proceeds to the Obligations unless and until such proceeds are converted to cash; provided, however, that if such non-cash proceeds are not expected on the date of receipt thereof to be converted to cash within one year after such date, the Bank shall use commercially reasonable efforts to convert such non-cash proceeds to cash within such one year period.

SECTION

9

MISCELLANEOUS

9.1Default Interest Rate:  If an Event of Default, or an event which, with notice or passage of time could become an Event of Default, has occurred or is continuing, the Borrower shall pay to the Bank interest on any Obligations payable under this Agreement at a rate which is 5% in excess of a variable rate per annum equivalent to an index for a variable interest rate which is quoted, published or announced from time to time by the Bank as its Prime Rate and as to which loans may be made by the Bank at, below or above such Prime Rate (the “Prime Rate”).  Interest shall be adjusted concurrently with any change in the Prime Rate.

9.2Right of Setoff.  To the extent permitted by applicable law, Bank reserves a right of setoff in all Borrower’s accounts with Bank (whether checking, savings, or some other account).  This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future.  Borrower authorizes Bank, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and, at Bank’s option, to administratively freeze all such accounts to allow Bank to protect Bank’s charge and setoff rights provided in this paragraph.

9.2Reliance and Further Assurances:  Each warranty, representation, covenant, obligation and agreement contained in this Agreement shall be conclusively presumed to have been relied upon by the Bank regardless of any investigation made or information possessed by the Bank and shall be cumulative and in addition to any other warranties, representations, covenants and agreements which the Borrower now or hereafter shall give, or cause to be given, to the Bank.  Borrower agrees to execute all documents and instruments and to perform such acts as the Bank may reasonably deem necessary to confirm and secure to the Bank all rights and remedies conferred upon the Bank by this agreement and all other documents related thereto.

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9.3Attorneys’ Fees:  Borrower shall pay to the Bank all costs and expenses, including but not limited to reasonable attorneys fees, incurred by Bank in connection with the administration, enforcement, including any bankruptcy, appeal or the enforcement of any judgment or any refinancing or restructuring of this Agreement or any document, instrument or agreement executed with respect to, evidencing or securing the indebtedness hereunder.

9.4Notices:  All notices, payments, requests, information and demands which either party hereto may desire, or may be required to give or make to the other party hereto, shall be given or made to such party by hand delivery or through deposit in the United States mail, postage prepaid, or by facsimile delivery, or to such other address as may be specified from time to time in writing by either party to the other.

To the Borrower:		To the Bank:
PRIMORIS SERVICES CORPORATION		BANK OF THE WEST
26000 Commercentre Drive		Sherman Oaks Office (CBC)
Lake Forest, CA 92630		15165 Ventura Boulevard
Attn:	Alfons Theeuwes	Sherman Oaks, CA 91403
	SVP Finance & Accounting	Attn:	David Alterman
			Vice President
		FAX:	(818) 728-3611

9.5Waiver:  Neither the failure nor delay by the Bank in exercising any right hereunder or under any document, instrument or agreement mentioned herein shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder or under any other document, instrument or agreement mentioned herein preclude other or further exercise thereof or the exercise of any other right; nor shall any waiver of any right or default hereunder, or under any other document, instrument or agreement mentioned herein, constitute a waiver of any other right or default or constitute a waiver of any other default of the same or any other term or provision.

9.6Conflicting Provisions:  To the extent the provisions contained in this Agreement are inconsistent with those contained in any other document, instrument or agreement executed pursuant hereto, the terms and provisions contained herein shall control.  Otherwise, such provisions shall be considered cumulative.

9.7Binding Effect; Assignment:  This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Bank.  The Bank may sell, assign or grant participation in all or any portion of its rights and benefits hereunder.  The Borrower agrees that, in connection with any such sale, grant or assignment, the Bank may deliver to the prospective buyer, participant or assignee financial statements and other relevant information relating to the Borrower and any guarantor.

9.8Jurisdiction:  This Agreement, any notes issued hereunder, the rights of the parties hereunder to and concerning the Collateral, and any documents, instruments or agreements mentioned or referred to herein shall be governed by and construed according to the laws of the State of California without regard to conflict of law principles, to the jurisdiction of whose courts the parties hereby submit.

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9.9Waiver Of Jury Trial.  THE BORROWER AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, AND THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES.  TO THE EXTENT PERMITTED BY LAW EACH PARTY, AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR TRANSACTION BETWEEN THE PARTIES.

9.10Judicial Reference Provision.  In the event the above Jury Trial Waiver is unenforceable, the parties elect to proceed under this Judicial Reference Provision.  With the exception of the items specified below, any controversy, dispute or claim between the parties relating to this Agreement or any other document, instrument or transaction between the parties (each, a Claim), will be resolved by a reference proceeding in California pursuant to Sections 638 et seq. of the California Code of Civil Procedure, or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to reference.  Venue for the reference will be the Superior Court in the County where real property involved in the action, if any, is located, or in a County where venue is otherwise appropriate under law (the Court). The following matters shall not be subject to reference: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including without limitation set-off), (iii) appointment of a receiver, and (iv) temporary, provisional or ancillary remedies (including without limitation writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). The exercise of, or opposition to, any of the above does not waive the right to a reference hereunder.

The referee shall be selected by agreement of the parties. If the parties do not agree, upon request of any party a referee shall be selected by the Presiding Judge of the Court.  The referee shall determine all issues in accordance with existing case law and statutory law of the State of California, including without limitation the rules of evidence applicable to proceedings at law. The referee is empowered to enter equitable and legal relief, and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision, and pursuant to CCP §644 the referee’s decision shall be entered by the Court as a judgment or order in the same manner as if tried by the Court. The final judgment or order from any decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial if granted, will be a reference hereunder.  AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, EACH PARTY AGREES THAT ALL CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT A JURY.

9.11Counterparts:  This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

9.12Headings:  The headings herein set forth are solely for the purpose of identification and have no legal significance.

9.13Entire Agreement and Amendments:  This Agreement and all documents, instruments and agreements mentioned herein constitute the entire and complete understanding of the parties with respect to the transactions contemplated hereunder.  All previous conversations, memoranda and writings between the parties pertaining to the transactions contemplated hereunder not incorporated or referenced in this Agreement or in such documents, instruments and agreements are superseded hereby. This Agreement may be amended only by an instrument in writing signed by the Borrower and the Bank.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first hereinabove written.

BANK:		BORROWER:
BANK OF THE WEST		PRIMORIS SERVICES CORPORATION
BY:	/s/ David Alterman	BY:	/s/ Peter J. Moerbeek
NAME: David Alterman, Vice President		NAME: Peter J. Moerbeek, EVP/CFO

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EX-10.2

Exhibit 10.2

FIFTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

DATED AS OF NOVEMBER 22, 2011

Reference is made to that certain LOAN AND SECURITY AGREEMENT dated as of November 28, 2009 (the “Loan and Security Agreement”), by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (the “Borrower”), which has its chief executive office located at 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201, and THE PRIVATEBANK AND TRUST COMPANY, (the “Bank”), whose address is 120 South LaSalle Street, Chicago, Illinois 60603.  All capitalized terms used herein without definition shall have the same meanings herein as those terms have been defined in the Loan and Security Agreement.

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the Borrower and Bank hereby agree to amend the Loan and Security Agreement as follows:

SECTION A.AMENDMENT

1.Subsection (f) of Section 9.1 Debt is hereby deleted in its entirety and replaced with the following:

(f)On balance sheet Debt described on Schedule 9.1 (and any extension, renewal or refinancing thereof subject to the prior written approval of the Bank), provided that total Debt for Capital Expenditures, previously financed Capital Expenditures or previously financed or re-financed Fixed Assets will not exceed Eighty-Five Million and 00/100 Dollars ($85,000,000.00).

2.The phrase “Subject to Section 9.3(k)” is hereby added to the beginning of subsection (d) of Section 9.3 Investments.

3.A new subsection (k) of Section 9.3 Investments is hereby added as follows:

(k)Investments in WesPac Energy LLC in an amount up to Twenty Million and 00/100 Dollars ($20,000,000.00).

SECTION B.NO OTHER CHANGE OF TERMS.

Except as amended by the foregoing, no other terms of the Loan and Security Agreement are in any way changed in this Fifth Amendment to Loan and Security Agreement and the Loan and Security Agreement shall continue in full force and effect in accordance with its original terms.  Reference to this specific Amendment need not be made in the Loan and Security Agreement, or any other instrument or document executed in connection therewith, any reference in any such items to the Loan and Security Agreement being sufficient to refer to the Loan and Security Agreement as amended hereby.

SECTION C.CONDITIONS OF AMENDMENT.

Notwithstanding any other provisions of this Fifth Amendment to Loan and Security Agreement, the Bank shall not be required to continue all or any portion of the Loans if any of the following conditions shall have occurred:

1.Documents.   The Borrower shall have failed to execute and deliver or shall have failed to cause to have executed and delivered to Bank any of the following Documents, all of which must be satisfactory to the Bank and the Bank’s counsel in form, substance and execution:

(a)Amendment.   Two copies of the Fifth Amendment to Loan and Security Agreement duly executed by the Borrower, as well as continued satisfaction of all conditions set forth in the Loan and Security Agreement.

(b)Acknowledgements and Reaffirmations of Guaranties and Security Agreements.    Two copies of the Acknowledgements and Reaffirmations of Guaranties and Security Agreements, of even date herewith, duly executed by the Guarantors.

(c)Review of Financial Information.   Satisfactory review by the Bank of the Borrower’s audited historical and projected financial information.

(d)Business Examination.   Satisfactory examination by the Bank of the Borrower’s business.

(e)Additional Documents.   Such other certificates, financial statements, schedules, resolutions, opinions of counsel and other documents which are provided for hereunder or which the Bank shall require.

2.Event of Default.   The Borrower hereby represents to the Bank that no Event of Default or Unmatured Event of Default or Material Adverse Effect has occurred or is continuing.

3.Representations, Warranties and Covenants. The Borrower hereby represents to the Bank that as of the date hereof, the representations, warranties and covenants set forth in the Loan and Security Agreement, as amended to date, are and shall be and remain true and correct in all material respects (except that the financial covenants shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Bank) and the Borrower is in full compliance with all other terms and conditions of the Loan and Security Agreement.

4.Good Standing.  The Borrower hereby represents to the Bank that it is in good standing under the laws of the State of Delaware.  The Borrower hereby further represents to the Bank that each of its Subsidiaries is in good standing under the law of the state of its organization.

[Signature Page to Follow]

This Amendment may be executed in counterpart, and by facsimile and by the different parties on different counterpart signature pages, which taken together, shall constitute one and the same Agreement.  This Amendment shall be governed by internal laws of the State of Illinois.

Dated as of the date set forth above.

PRIMORIS SERVICES CORPORATION,
a Delaware corporation
By:	/s/Peter J. Moerbeek
Name:	PETER J. MOERBEEK
Title:	CFO
Agreed and accepted:
THE PRIVATEBANK AND TRUST COMPANY
By:	/s/Steve Trepiccione
Name:	STEVE TREPICCIONE
Title:	Managing Director

EX-10.3

Exhibit 10.3

AMENDMENT NO. 003

TO

MASTER LOAN AND SECURITY AGREEMENT

This Amendment No. 003 dated November 30, 2011 amends that certain Master Loan and Security Agreement (the “Agreement”) dated as of August 31, 2009 by and between FIFTH THIRD BANK, an Ohio corporation, having an office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (the “Lender”), and STELLARIS LLC, a limited liability company organized under the laws of the State of Nevada and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630, JAMES CONSTRUCTION GROUP, L.L.C., a limited liability company organized under the laws of the State of Florida and having a principal place of business at 11000 Industriplex Blvd., Suite 150, Baton Rouge, Louisiana, and ARB, INC., a corporation organized under the laws of the State of California and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630 (collectively, “Borrowers” and each individually a “Borrower”).  Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.

In consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and each of the undersigned hereby agree that from and after the date hereof, the Master Loan and Security Agreement and each Schedule thereto will be amended as follows:

1.             Paragraph 1 is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:  “This Master Loan and Security Agreement (this “Agreement”) dated as of August 31, 2009 is made by and between FIFTH THIRD BANK, an Ohio corporation, having an office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (“Lender”), and STELLARIS LLC, a limited liability company organized under the laws of the State of Nevada and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630, JAMES CONSTRUCTION GROUP, L.L.C., a limited liability company organized under the laws of the State of Florida and having a principal place of business at 11000 Industriplex Blvd., Suite 150, Baton Rouge, Louisiana, and ARB, INC., a corporation organized under the laws of the State of California and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630 and each of the undersigned (individually and collectively, the “Borrower”).  Each individual Note shall identify the Borrower(s) for that Note.  Each Note, together with this Master Agreement, shall constitute a separate and enforceable Agreement against the Borrower(s) who executed such Agreement.  Borrower shall be jointly and severally liable to Lender for each and every obligation under this Master Agreement with respect to each Note executed by such Borrower.

2.             Section 12(a) is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:  “Borrower is a company duly organized, validly existing and in good standing under the laws of the state of its organization specified below the signature of Borrower with full power to enter into and to pay and perform its obligations under the Note and this Agreement as incorporated therein by reference, and is duly qualified or licensed in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or its ability to perform any of its obligations under or the enforceability of this Agreement.”

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EXCEPT AS MODIFIED HEREBY, ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE MASTER AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE IN ALL RESPECTS HEREBY RATIFIED AND AFFIRMED.  This Amendment is not binding or effective with respect to the Master Agreement until executed on behalf of Lender and Borrower by authorized representatives of Lender and Borrower, respectively.

Remainder of page intentionally left blank.  Signature page follows.

2

IN WITNESS WHEREOF, Lender and Borrower have executed this Amendment to the Master Loan and Security Agreement as of the day and year first above written, and by such execution hereby ratify and affirm all terms and conditions set forth in the Master Agreement.

LENDER:
FIFTH THIRD BANK
By:				/s/ Robert Krefting
Name:				Robert Krefting
Title:				VP
BORROWER:
STELLARIS LLC
By:	/s/Alfons Theeuwes
Name: ALFONS THEEUWES
Title: CFO
State of Incorporation: NEVADA
BORROWER:
JAMES CONSTRUCTION GROUP, L.L.C.
By:			/s/John Perisich
Name: JOHN PERISICH
Title: Manager
State of Incorporation: FLORIDA
BORROWER:
ARB, INC..
By:		/s/John Perisich
Name: JOHN PERISICH
Title: SVP
State of Incorporation: CALIFORNIA

3

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

$10,500,000.00	Promissory Note Date: November 30, 2011
Date of Advance: December 2, 2011

FOR VALUE RECEIVED, STELLARIS LLC, a limited liability company organized under the laws of the State of Nevada and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630 and ARB, INC., a corporation organized under the laws of the State of California and having a principal place of business at 26000 Commercentre Drive, Lake Forest, California 92630 (“Borrower”) hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation, for itself and as agent for any affiliate of Fifth Third Bancorp (together with its successors and assigns, the “Lender”) the principal amount of Ten Million Five Hundred Thousand and 00/100 ($10,500,000.00), with interest at the Interest Rate (as defined below) and all other Obligations on or before December 15, 2016 (“Maturity Date”) pursuant to the Loan Agreement (as defined below).

Lender and Borrower have entered into that certain Master Loan and Security Agreement dated as of August 31, 2009 (the “Loan Agreement”), pursuant to which Lender has agreed to make the Loan to Borrower.  The Obligations of Borrower are secured by the Collateral as provided in the Loan Agreement and this Note shall be subject to the terms and conditions of the Loan Agreement.  Capitalized terms used herein and not otherwise defined shall have the meaning attributed thereto in the Loan Agreement.  This Note relates to the Equipment described on Schedule A hereto.

Borrower agrees that Lender may insert the date(s) of “Advance” (above) after Borrower executes this Promissory Note as the date(s) on which the proceeds of this Note are disbursed by Lender.

As used herein, “Interest Rate” shall mean the percentage per annum equal to two and 63/100 percent (2.63%); provided, however, that (A) such Interest Rate is based on an interest rate swap rate for a term most closely corresponding to the maturity of this Note as quoted in the Bloomberg SWAP Rate report) as of the date of this Note and (B) such Interest Rate may be adjusted by Lender based upon a corresponding increase in the interest rate swap rate quoted in such Release as in effect on the date of the Advance.  Lender will provide Borrower with written notice of any such adjustment. Interest shall be computed on the basis of a year of 360 days consisting of twelve 30-day months, and shall accrue on the outstanding principal amount hereunder from and including the date each Advance is made to but excluding the date the entire principal amount hereunder is paid in full.

Lender may charge, and Borrower agrees to pay on the Advance date, a note processing fee in the amount of $500.00.  Lender may deduct the amount of the note processing fee from the proceeds of this Note or debit any deposit account of Borrower with Lender to collect the note processing fee.

Except as otherwise provided in the Loan Agreement, principal and interest due hereunder shall be payable as follows:

Principal and interest shall be payable in 60 equal monthly installments, each on the 15th day of each calendar month, of $187,154.20 commencing on the 15th day of January, 2012, with the entire unpaid principal amount hereof, together with all accrued and unpaid interest, charges, fees or other Advances, if any, due on the Maturity Date.  Interest that accrues from the date of each Advance through but not including the above payment commencement date shall be payable in arrears on the first day of the calendar month following the date of Advance.

Borrower may prepay this Note only (1) pursuant to Section 8 of the Loan and Security Agreement following the occurrence of an Event of Loss; or (2) from and after the first (1st) anniversary of the date the Loan is made hereunder, Borrower may prepay, in whole but not in part, the principal outstanding hereunder by paying to Lender such outstanding principal, together with all accrued and unpaid interest thereon at the Interest Rate and other Obligations, plus, as liquidated damages for the cost of making funds available to Borrower hereunder and not as a penalty, a prepayment premium equal to the applicable corresponding percentage below multiplied by the principal outstanding at the time of prepayment:

Date of Prepayment (from Date of Advance):	Premium
Prior to the 1st anniversary	3.00	%
On or after the 1st anniversary, but prior to the 2nd anniversary	2.00	%
On or after 2nd anniversary, but prior to the 3rd anniversary	1.00	%
On or after 3rd anniversary	0.00	%

The first anniversary date occurs on the date, which is twelve (12) months from the date of the Advance.

Upon the occurrence of an Event of Default, Lender shall have all the rights and remedies specified in the Loan Agreement.

Borrower waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note.

This Note shall be governed by and construed in accordance with the laws of the State of Ohio.  Any judicial proceeding arising out of or relating to this Note may be brought in any court of competent jurisdiction in Hamilton County, Ohio and each of the parties hereto (i) accepts the nonexclusive jurisdiction of such courts and any related appellate court and agrees to be bound by any judgment rendered by any such court in connection with any such proceeding and (ii) waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such court or that such court is an inconvenient forum.  EACH OF THE BORROWER AND LENDER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE.

All notices delivered hereunder shall be made and delivered in accordance with the terms of the Loan Agreement.

Borrower acknowledges and agrees that time is of the essence with respect to its performance under this Note.  Any failure of Lender to require strict performance by Borrower or any waiver by Lender of any provision herein shall not be construed as a consent or waiver of any provision of this Note.  This Note shall be binding upon, and inure to the benefit of, the parties hereto, their permitted successors and assigns; provided, however that Borrower may not assign or transfer any of its rights, interest or obligations hereunder without the prior written consent of Lender.

Notwithstanding any provision to the contrary in this Note, in no event shall the interest rate charged on this Note exceed the maximum rate of interest permitted under applicable state and/or federal usury law.  Any payment of interest that would be deemed unlawful under applicable law for any reason shall be deemed received on account of, and will automatically be applied to reduce, the principal sum outstanding and any other sums (other than interest) due and payable to Lender under this Note, and the provisions hereof shall be deemed amended to provide for the highest rate of interest permitted under applicable law.

Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.  Captions are intended for convenience or reference only, and shall not be construed to define, limit or describe the scope or intent of any provisions hereof.

IN WITNESS WHEREOF, the Borrower has executed this Note as of the 30th day of November, 2011.

BORROWER:
STELLARIS LLC
By:	/s/ Alfons Theeuwes
Name:	ALFONS THEEUWES
Title:	CFO
ARB, INC.
By:	/s/ Alfons Theeuwes
Name:	ALFONS THEEUWES
Title:	CFO

SCHEDULE A
TO
PROMISSORY NOTE DATED NOVEMBER 30, 2011

DESCRIPTION OF EQUIPMENT

(SEE ATTACHED)

©2008 Fifth Third Bancorp

SCHEDULE A TO RELEASE AND TERMINATION OF SECURITY INTEREST by The PrivateBank and Trust Company

YEAR	DESCRIPTION	SERIAL NUMBER	LOCATION 11/7/11
2004	KENWORTH NAT’L 23 TON	1NKDLU0XX4R052572	CARSON/CA-1436804
2004	KENWORTH NAT’L 23 TON	1NKDLU0X14R052573	LONG BEACH/CA-1329115C
2004	KENWORTH NAT’L 23 TON	1NKDLU0X34R052574	SANTA CLARA/CA-0329053C
2004	KENWORTH NAT’L 23 TON	1NKDLU0X54R052575	RIVERSIDE/CA-1328055R
2004	KENWORTH NAT’L 23 TON	1NKDLU0X74R052576	SANTA CLARA/CA-0329053C
2004	FORD F-650 FUEL/LUBE	3FRWF65384V610534	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2004	FORD F-750 WATER TRUCK	3FRXF75T14V670486	SPRINGVILLE/CA-1331193
2004	FORD F-750 WATER TRUCK	3FRXF75T34V670487	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2007	FORD F-750XL WATER TRUCK	3FRPF75E67V518175	VISTA/CA-1328031R
2007	FORD F-750XL WATER TRUCK	3FRPF75E57V518183	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2007	FORD F-750XL WATER TRUCK	3FRXF75E07V509519	LODI/CA-06362926
2007	FORD F-750XL WATER TRUCK	3FRXF75E57V509502	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2007	FORD F-750XL WATER TRUCK	3FRNF75E27V475915	EL SEGUNDO/CA-1436781
2007	FORD F-750XL WATER TRUCK	3FRNF75E07V475914	CARSON/CA-1436751
2004	KENWORTH T800 TRACTOR 3AXL	1XKDDB0X94R052568	KETTLEMAN/CA-102
2005	PETERBILT 378 TRACTOR 3AXL	1XPFDB0X65D839673	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2002	OTTAWA 30 MULE TRACTOR 3AXL	304961	LODI/CA-06362926
2004	KENWORTH T-800 WATER TRUCK	1NKDLU0XX4R052569	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2004	KENWORTH T-800 WATER TRUCK	1NKDLU0X64R052570	LONG BEACH/CA-1329076C
2004	KENWORTH T-800 WATER TRUCK	1NKDLU0X84R052571	SANTA CLARA/CA-0629053C
2003	KENWORTH T800 6X6 F/B TRUCK	1NKDMT0X43R708562	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2003	KENWORTH T800 6X6 LUBETRUCK	1NKDMT0X63R708563	TIPTON/CA-1328067R
2003	KENWORTH T800 6X6 FUELTRUCK	1NKDMT0X83R708564	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2007	KALMAR DCD250 55K FORKLIFT	T33104.0544	EL SEGUNDO/CA-1436781
2007	KALMAR DCD250 55K FORKLIFT	T34108.0924	EL CENTRO/CA-1435701
1998	CAT D7G TACK TRACTOR	65V08359	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
1989	CAT 561D PIPELAYER	54X00767	GLENHELEN/CA-103
1989	CAT 561D PIPELAYER	54X00770	PASADENA/TX-102	2813 SHAVER STREET, 77502
1989	CAT 561D PIPELAYER	54X00780	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
1989	CAT 561D PIPELAYER	54X00781	SAN PEDRO/CA-1330276
1982	CAT 572G PIPELAYER	40U00951	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
1988	CAT 583K PIPELAYER W/WINCH	78V01151	MONTROSE/PA-102	17860 STATE ROUTE 706-18801
1988	CAT 583K PIPELAYER W/WINCH	78V01152	MONTROSE/PA-102	17860 STATE ROUTE 706-18801
1988	CAT 583K PIPELAYER W/WINCH	78V01154	MONTROSE/PA-102	17860 STATE ROUTE 706-18801
1988	CAT 583K PIPELAYER W/WINCH	78V01162	PASADENA/TX-102	2813 SHAVER STREET, 77502
2008	CAT 583T PIPELAYER	CMX00325	KLAMITH FALLS/OR-102	262 S. 6TH ST-97603
2008	CAT 583T PIPELAYER	CMX00326	KLAMITH FALLS/OR-102	262 S. 6TH ST-97603
2008	CAT 583T PIPELAYER	CMX00327	MONTROSE/PA-102	17860 STATE ROUT 706-18801
2008	CAT 583T PIPELAYER	CMX00328	CORONA/CA-213
2008	CAT 583T PIPELAYER	CMX00412	MONTROSE/PA-102	17860 STATE ROUT 706-18801
2000	VERMEER T758 TRENCHER	1VRN260P8Y1000141	CORONA/CA-213
2008	TRENCOR 1360 TRENCHER	287	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2007	CAT 330DL EXCAVATOR	MWP01623	RIVERSIDE/CA-1330277
2008	VERMEER D100X120 NAVIGATOR	1VR23304281000414	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
2009	AMERICAN AUG 60 BORING MACH	AB60-1270802	KLAMITH FALLS/OR-102
2010	LANEY 4DT110 BORING MACH	050361	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
UNK	OMEGA D75 PUMP WITH DETROIT	D495121479	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2000	TRIFLO 10000GAL MUD SYSTEM	TFI-MF5047	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2000	KEMTRON 350T MUD SYSTEM	5CNPF2029YC000426	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
UNK	MUD MOTOR 6 3/4” COMMANDER	675-609	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
2007	GRUNDORAM 10” HAMMER	RF2700231503	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
UNK	140HARCRO TRACK RIG #1 H.D.	HTROO1	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
1995	160 ARB TRACK RIG 2	ATR02	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
UNK	CRC 6-20” BENDING MACHINE	PB20140	BAKERSFIELD/CA-310	3600 S. PEGASUS DRIVE - 93006
UNK	CRC 6-20” BENDING MACHINE	PB20177	TUPMAN/CA-02345713C
1994	CRC 6-20” BENDING MACHINE	PB20103	EL CENTRO/CA-1436701
2002	SUP 22-36” BENDING MACHINE	P-133	ANAHEIM/CA-132806SR
2004	CRC 16-30”BENDING MACHINE	PB16-30194	PITTSBURG/CA-410	1875 LOVERIDGE ROAD-94565
1999	GROVE RT880 80TON CRANE	220980	SANTA FE SPRINGS/CA-1330847C
2007	TEREX RT780 80TON CRANE	14660	LODI/CA-06362926
2007	MILLER BIG40 400 WELDER	LH023890	MAXWELL/CA-06362535C
2007	MILLER BIG40 400 WELDER	LH024624	CARSON/CA-217
2007	MILLER BIG40 400 WELDER	LH023518	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2007	MILLER BIG40 400 WELDER	LH023889	SPRINGVILLE/CA-1331193
2008	MILLER BIG40 400 WELDER	LH023892	EL CENTRO/CA-1435701
2008	MILLER BIG40 400 WELDER	LH024626	LODI/CA-06362926
2008	MILLER BIG40 400 WELDER	LH023514	TUPMAN/CA-02345713C
2008	MILLER BIG40 400 WELDER	LH023517	BAKERSFIELD/CA-310
2008	MILLER BIG40 400 WELDER	LH023895	TUPMAN/CA-02345713C
2007	MILLER NT450 6 PACK WELDER	159C,111C,158C,409	EL CENTRO/CA-1436701
2007	MILLER NT450 6 PACK WELDER	158C,119C,110C,120	EL CENTRO/CA-1436701
2007	MCELROY 6”-18” FUSION MACH	22684	EL SEGUNDO/CA-1436781
2007	MCELROY 6”-12”FUSION MACH	A1855502	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2005	MIDWESTERN HTU500 FILL&TEST	05-06-124	SANTA CLARA/CA-0629053C
2007	SOFF-CUT 750 PRLR CON. SAW	2264	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2007	CHEMGROUT CG550-030-GH PUMP	088614550030GH	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2001	ASPHALT ZIPPER 480 28” DR	100710	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2004	ASPHALT ZIPPER AZ4802 48”DR	109FS08234U022686	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2004	ASPHALT ZIPPER AZ4802 48”DR	48S00126	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
2004	ASPHALT ZIPPER AZ4802 48”DR	48S00127	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
UNK	40-TON WINCH SWAGELINING 16-48”	001	CORONA/CA-213
UNK	20 TON GRUNDOMAT WINCH	W20206XKB13213	LAKE FOREST/CA-210	26000 COMMERCECENTRE DRIVE, 92630
UNK	20 TON GRUNDOMAT WINCH	W20206VKB13105	LAKE FOREST/CA-209	26000 COMMERCECENTRE DRIVE, 92630
2004	METSO JAW PLANT	3514	HOMELAND/CA
2003	SCREEN PLANT	3001	HOMELAND/CA
2002	SCREEN PLANT	50823053	HOMELAND/CA
2009	CONE CRUSHER	41100598	HOMELAND/CA
2004	SCREEN FEED CONVEYOR	CR48-031	HOMELAND/CA
2001	CONE FEED CONVEYOR	3660-5287	HOMELAND/CA
2006	SHUTTLE CONVEYOR	SC3660-17492	HOMELAND/CA
2008	SHUTTLE CONVEYOR	SC3660-17493	HOMELAND/CA
2008	SHUTTLE CONVEYOR	SC3660-17495	HOMELAND/CA
2009	SHUTTLE CONVEYOR	SC3660-17500	HOMELAND/CA
2003	SUPERIOR RADIAL STACKER	5859-04	HOMELAND/CA
2009	SPIRALING RADIAL STACKER	100-30T-05-2664	HOMELAND/CA
2005	NESCO DUST CONTROL	322421	HOMELAND/CA
2006	MOTOR CONTROL CENTER	S95026	HOMELAND/CA

EX-10.5

Exhibit 10.5

LOAN AND SECURITY AGREEMENT

(equipment)

Loan Number: 1000135658

This Agreement is dated as of November 30, 2011 and is executed by and between JPMORGAN CHASE BANK, N.A.  (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):

Borrower Name:	STELLARIS LLC and/or JAMES CONSTRUCTION GROUP, L.L.C.
Borrower Address:	2600 COMMERCENTRE DRIVE
	LAKE FOREST, CA 92630

1.  GRANT OF SECURITY INTEREST.  Borrower grants, pledges and assigns to Lender a security interest in all of Borrower’s respective right, title and interest in and to the property described on the attached Schedule A-1, now or hereafter arising or acquired, wherever located, together with any and all additions, accessions, parts, accessories, substitutions and replacements thereof, now or hereafter installed in, affixed to or used in connection with said property (the “Equipment”), in all proceeds thereof, cash and non-cash, including, but not limited to, proceeds of notes, checks, instruments, indemnity proceeds, or any insurance on such and any refund or rebate of premiums on such (“Collateral”). This Agreement secures the prompt payment and complete performance in full when due, whether at the stated maturity, by acceleration or otherwise, of all payment and other obligations of Borrower under or in connection with this Agreement, the Business Purpose Promissory Note executed in connection with the Loan Number referenced above with Borrower as the maker (the “Note”), and any and all renewals, extensions or substitutions for any such instrument, and also any and all other liabilities of Borrower to Lender, or any affiliate of either Lender or JPMORGAN CHASE & CO., direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and without limitation, all indebtedness, leases, debts and liabilities arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or any monetary obligations (including principal, interest, late charges, collection costs, attorney fees and the like) (collectively, the “Obligations”). The absence of any reference to this Agreement in any documents, instruments or agreements evidencing or relating to any Obligations secured hereby shall not limit or be construed to limit the scope of this Agreement. Borrower is and will continue to be (or, with respect to after acquired property, will be when acquired) the legal and beneficial owner of the Collateral free and clear of any Lien except for the security interest created by this Agreement. No effective Uniform Commercial Code (“UCC”) financing statement or other instrument providing notice of a security interest in all or any part of the Collateral is on file in any recording office, except those in favor of Lender. At its sole expense, Borrower shall protect and defend Lender’s first priority security interest in the Collateral against all claims and demands whatsoever.

2. MAINTENANCE AND USE.  At its sole expense, Borrower shall: (a) repair and maintain the Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; (b) use and operate the Equipment in a careful manner in the normal course of its business and only for the purposes for which it was designed in accordance with the manufacturer’s warranty requirements, and comply with all laws and regulations relating to the Equipment, and obtain all permits or licenses necessary to install, use or operate the Equipment; and (c) make no alterations, additions, subtractions, upgrades or improvements to the Equipment without Lender’s prior written consent, but any such alterations, additions, upgrades or improvements shall automatically become part of the Equipment. Lender has the right upon reasonable notice to Borrower to inspect the Equipment wherever located. The Equipment shall not be removed from the location specified on Schedule A-1. The Equipment will not be used or located outside of the United States of America without the prior written consent of Lender.

3.  INSURANCE.  At its sole expense, Borrower at all times shall keep each item of Equipment insured against all risks of loss or damage from every cause whatsoever for an amount not less than the greater of the full replacement value of the Equipment or 100% of the outstanding principal balance of the Note. All insurers shall be reasonably satisfactory to Lender.

1

Borrower shall deliver to Lender satisfactory evidence of such coverage. Proceeds of any insurance covering damage or loss of the Equipment shall be payable to Lender as loss payee and shall be applied as set forth in Section 4 below. If an Event of Default occurs and is continuing, then Borrower automatically appoints Lender as Borrower’s attorney-in-fact with full power and authority in the place of Borrower and in the name of Borrower or Lender to make claim for, receive payment of, and sign and endorse all documents, checks or drafts for loss or damage under any such policy. Each insurance policy will require that the insurer give Lender at least 30 days prior written notice of any cancellation of such policy and will require that Lender’s interests remain insured regardless of any act, error, omission, neglect or misrepresentation of Borrower. The insurance maintained by Borrower shall be primary without any right of contribution from insurance which may be maintained by Lender.

4.  LOSS OR DAMAGE.  Borrower bears the entire risk of loss, theft, damage or destruction of Equipment in whole or in part from any reason whatsoever (“Casualty Loss”). No Casualty Loss to Equipment shall relieve Borrower from the obligation to pay the installment payments or from any other obligation under this Agreement. In the event of Casualty Loss to any item of Equipment, Borrower shall immediately notify Lender of the same and Borrower shall, if so directed by Lender, immediately repair the same.  If Lender determines that any item of Equipment has suffered a Casualty Loss beyond repair or a Casualty Loss which substantially and permanently reduces the fair market value of the Equipment (“Lost Equipment”), then Borrower, at the option of Lender, shall: (1) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens and deliver to Lender a bill of sale covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment under this Agreement; or (2) on the installment payment due date which is at least 30 but no more than 60 days after the date of the Casualty Loss (“Loss Payment Due Date”), pay to Lender all accrued and unpaid principal, interest, late charges and other amounts then due and payable by Borrower under this Agreement or the Note plus the remaining principal balance of the Note associated with the Lost Equipment as of the Loss Payment Due Date as determined by Lender’s records and a Breakfunding Charge. Upon payment by Borrower of all amounts due under the above clause (2), the security interest of the Lender in the Lost Equipment will terminate and Lender shall prepare and deliver to Borrower a revised installment payment schedule to the Note that takes into account such partial prepayment of principal.

5.  TAXES.  Borrower will pay promptly when due all taxes, assessments and governmental charges upon or against Borrower, the Collateral or the property or operations of Borrower, in each case before same becomes delinquent and before penalties accrue thereon, unless and to the extent that same are being contested in good faith by appropriate proceedings.

6.  GENERAL INDEMNITY.  Borrower assumes all risk and liability for, and shall defend, indemnify and keep Lender harmless on an after-tax basis from, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable attorney fees and expenses, of whatsoever kind and nature imposed on, incurred by or asserted against Lender, in any way relating to or arising out of the manufacture, purchase, acceptance, rejection, ownership, possession, use, selection, delivery, operation, condition, sale, return or other disposition of the Equipment or any part thereof (including, without limitation, any claim for latent or other defects, whether or not discoverable by Borrower or any other person, any claim for negligence, tort or strict liability, any claim under any environmental protection or hazardous waste law and any claim for patent, trademark or copyright infringement). Borrower will not indemnify Lender under this section for loss or liability caused directly and solely by the gross negligence or willful misconduct of Lender. In this section, “Lender” also includes any director, officer, employee, agent, successor or assign of Lender. Borrower’s obligations under this section shall survive the expiration, cancellation or termination of this Agreement.

7.  PERSONAL PROPERTY.  Borrower represents and agrees that the Equipment is, and shall at all times remain, separately identifiable personal property. Lender may display notice of its interest in the Equipment by any reasonable identification and Borrower shall not alter or deface any such indicia of Lender’s interest.

8.  FINANCIAL REPORTS.  Borrower agrees to furnish to Lender: (a) annual financial statements setting forth the financial condition and results of operation of Borrower (financial statements shall include balance sheet, income statement and statement of cash flows thereto) within 90 days of the end of each fiscal year of Borrower; (b) upon Lender’s request, quarterly financial statements setting forth the financial condition and results of operation of Borrower within 45 days of the end of each of the first three fiscal quarters of Borrower; and (c) such other financial information as Lender may from time to time reasonably request including, without limitation, financial reports filed by Borrower with federal or state regulatory agencies. All such financial information shall be prepared in accordance with generally accepted accounting principles on a basis consistently applied. Notwithstanding the above requirements, if any Affiliate Credit Agreement exists, the financial reporting requirements of Borrower and any Guarantor under such Affiliate Credit Agreement shall remain fully applicable to Borrower and any Guarantor (as the case may be). Borrower agrees that any affiliate of JPMorgan Chase & Co. that receives any financial reports under any

2

Affiliate Credit Agreement is hereby authorized to deliver complete copies of all such financial reports and related compliance certificates to Lender in satisfaction of Borrower’s obligation to deliver such information to Lender. If for any reason whatsoever an Affiliate Credit Agreement is canceled, discharged or otherwise terminated, then, automatically and without any action by Lender or any other party, all financial reporting requirements which are in effect as of the date immediately prior to the cancellation, discharge or termination of such Affiliate Credit Agreement shall remain in full force and effect, shall be incorporated in this Agreement by reference, and shall be made a part of this Agreement.  Borrower will promptly notify Lender in writing with full details if any event occurs or any condition exists which constitutes, or which but for a requirement of lapse of time or giving of notice or both would constitute, an Event of Default under this Agreement or which might materially and adversely affect the financial condition or operations of Borrower or any affiliate of Borrower. Borrower will promptly notify Lender in writing of the commencement of any litigation to which Borrower or any of its subsidiaries or affiliates may be a party (except for litigation in which Borrower’s or the affiliate’s contingent liability is fully covered by insurance) which, if decided adversely to Borrower would adversely affect or impair the security interest of Lender to the Equipment or which, if decided adversely to Borrower would materially adversely affect the business operations or financial condition of Borrower. Borrower will immediately notify Lender, in writing, of any judgment against Borrower if such judgment would have the effect described in the preceding sentence.

9.  NO CHANGES IN BORROWER.  Borrower shall not: (a) liquidate, dissolve or suspend its business; (b) sell, transfer or otherwise dispose of all or a majority of its assets, except that Borrower may sell its inventory in the ordinary course of its business; (c) enter into any merger, consolidation or similar reorganization unless it is the surviving corporation; (d) transfer all, or any substantial part of, its operations or assets outside of the United States of America; or (e) without 30 days advance written notice to Lender, change its name, state of incorporation or organization, or chief place of business. There shall be no transfer of more than a 25% ownership interest in Borrower or any Guarantor (as defined in Section 12 hereof) by shareholders, partners, members or proprietors thereof in any calendar year without Lender’s prior written consent. All financial covenants of Borrower and any Guarantor under any Affiliate Credit Agreement (as defined in Section 12 hereof) shall remain fully applicable to Borrower and any Guarantor (as the case may be) and shall not be violated by Borrower or any Guarantor (as the case may be) at any time. If for any reason whatsoever an Affiliate Credit Agreement is canceled, discharged or otherwise terminated , then, automatically and without any action by Lender or any other party, all financial covenants which are in effect as of the date immediately prior to the cancellation, discharge or termination of such Affiliate Credit Agreement shall remain in full force and effect, shall be incorporated in this Agreement by reference, and shall be made a part of this Agreement.

10.  REPRESENTATIONS.  Borrower represents and warrants that: (a) Borrower is a corporation, limited liability company, partnership or proprietorship as stated below Borrower’s signature duly organized, validly existing and in good standing under the laws of the state of its organization as stated below Borrower’s signature and Borrower is qualified to do business and is in good standing under the laws of each other state in which the Equipment is or will be located; (b) Borrower’s name as set forth at the outset of this Agreement is its complete and correct legal name as indicated in the public records of Borrower’s state of organization; (c) Borrower has full power, authority and legal right to sign, deliver and perform this Agreement, the Note and all related documents and such actions have been duly authorized by all necessary corporate, company, partnership or proprietorship action; (d) this Agreement, the Note and each related document has been duly signed and delivered by Borrower and each such document constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms; (e) there is no litigation or other proceeding pending, or to the best of the Borrower’s knowledge, threatened against or affecting Borrower which, if decided adversely to Borrower, would adversely affect, impair or encumber the interest of Lender in the Equipment or would materially adversely affect the business operations or financial condition of Borrower; (f) all balance sheets, income statements and other financial data that have been delivered to Lender (or JPMorgan Chase Bank, N.A.) with respect to Borrower are complete and correct in all material respects, fairly present the financial condition of Borrower on the dates for which, and the results of its operations for the periods for which, the same have been furnished and have been prepared in accordance with generally accepted accounting principles consistently applied, (g) there has been no material adverse change in the condition of Borrower, financial or otherwise, since the date of the most recent financial statements delivered to Lender (or JPMorgan Chase Bank, N.A.), (h) Borrower’s organizational number assigned to Borrower by the state of its organization is correctly stated below Borrower’s signature; (i) this Agreement and the Note evidence a loan made primarily for business, commercial or agricultural purposes and not primarily for personal, family, or household purposes.

11.  OTHER DOCUMENTS; EXPENSES; APPOINTMENT OF ATTORNEY-IN-FACT.  Borrower agrees to sign and deliver to Lender any additional documents deemed desirable by Lender to effect the terms of the Note or this Agreement including, without limitation, Uniform Commercial Code financing statements, all of which Lender is authorized to file with the appropriate filing officers. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact with full power and authority in the place of Borrower and in the name of Borrower to prepare, sign, amend, file or record any Uniform

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Commercial Code financing statements or other documents deemed desirable by Lender to perfect, establish or give notice of Lender’s interests in the Equipment or in any collateral as to which Borrower has granted Lender a security interest. Borrower agrees to sign and deliver to Lender any additional documents deemed desirable by Lender to effect the terms of this Agreement. Borrower shall pay upon Lender’s request any out-of-pocket costs and expense paid or incurred by Lender in connection with the above terms of this Agreement or the funding and closing of this Agreement (including, without limitation, all out-of-pocket fees and expenses of any outside counsel to Lender).

12.  EVENTS OF DEFAULT.  Each of the following events shall constitute an Event of Default under this Agreement and the Note: (a) Borrower fails to pay any installment payment or other amount due under this Agreement or the Note within 10 days of its due date; or (b) Borrower fails to perform or observe any of its obligations in Sections 3, 9, or 18 hereof; or (c) Borrower fails to perform or observe any of its other obligations in this Agreement or the Note within 30 days after Lender notifies Borrower of such failure; or (d) Borrower or any Guarantor fails to pay or perform or observe any term, covenant (including, but not limited to, any financial covenant), agreement or condition contained in, or there shall occur any payment or other default under or as defined in, any loan, credit agreement, extension of credit or lease in which Lender or any subsidiary (direct or indirect) of JPMorgan Chase & Co. (or its successors or assigns) is the lender, creditor or lessor, other than this Agreement (each an “Affiliate Credit Agreement”) which shall not be remedied within the period of time (if any) within which such Affiliate Credit Agreement permits such default to be remedied; or (e) any statement, representation or warranty made by Borrower in this Agreement or in any document, certificate or financial statement in connection with this Agreement proves at any time to have been untrue or misleading in any material respect as of the time when made; or (f) Borrower or any Guarantor becomes insolvent or bankrupt, or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for, institutes or consents to the appointment of a receiver, trustee or similar official for it or any substantial part of its property or any such official is appointed without its consent, or applies for, institutes or consents to any bankruptcy, insolvency, reorganization, debt moratorium, liquidation or similar proceeding relating to it or any substantial part of its property under the laws of any jurisdiction or any such proceeding is instituted against it without stay or dismissal for more than 60 days, or it commences any act amounting to a business failure or a winding up of its affairs, or it ceases to do business as a going concern; or (g) with respect to any guaranty, letter of credit, pledge agreement, security agreement, mortgage, deed of trust, debt subordination agreement or other credit enhancement or credit support agreement (whether now existing or hereafter arising) signed or issued by any party (each a “Guarantor”) in connection with all or any part of Borrower’s obligations under this Agreement or the Note, the Guarantor defaults in its obligations thereunder or any such agreement shall cease to be in full force and effect or shall be declared to be null, void, invalid or unenforceable by the Guarantor; or (h) Borrower or any Guarantor fails to pay or perform or observe any term, covenant (including, but not limited to, any financial covenant), agreement or condition contained in, or there shall occur any payment or other default under or as defined in any Other Credit Agreement (as defined in Section 20 hereof) which shall not be remedied within the period of time (if any) within which such Other Credit Agreement permits such default to be remedied, regardless of whether such default is waived by any other party to such Other Agreement or such default produces or results in the cancellation of such Other Credit Agreement or the acceleration of the liability, indebtedness or other obligation under such Other Credit Agreement; or (i) Borrower or any Guarantor shall suffer the loss of any material license or franchise when Lender shall reasonably conclude that such loss fairly impairs Borrower’s or such Guarantor’s ability to perform its obligations required under this Agreement or the Note; or (j) Borrower or any Guarantor shall fail to pay any final judgment for the payment of money in an amount equal to or in excess of $50,000.00; or (k) there shall occur in Lender’s reasonable opinion any material adverse change in the financial condition, business or operations of Borrower or any Guarantor.

13.  RIGHTS UPON DEFAULT.

13.1If any Event of Default exists, Lender may exercise in any order one or more of the remedies described in the lettered subparagraphs of this section, and Borrower shall perform its obligations imposed thereby:

(a)  Lender may require Borrower to turnover any and all Collateral to Lender.

(b)  Lender or its agent may repossess any or all Collateral wherever found, may enter the premises where the Collateral is located and remove it, may use such premises without charge to store or show the Collateral for sale for up to 90 days, and may demand that Borrower cease using the Collateral.

(c)  Lender may sell any or all Collateral at public or private sale, with or without advertisement or publication, may lease or otherwise dispose of it or may use, hold or keep it.

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(d)  Lender may require Borrower to pay to Lender on a demand date specified by Lender (the “Demand Date”), (i) all accrued and unpaid interest, late charges and other amounts due under the Note or this Agreement as of such demand date, plus (ii) the remaining principal balance of the Note as of such demand date, plus (iii) interest at the Overdue Rate on the total of the foregoing from such demand date to the date of payment, plus (iv) a Breakfunding Charge. “Overdue Rate” means an interest rate per annum equal to 3% per annum above the interest rate per annum otherwise applicable to the principal balance of the Note, but not to exceed the highest rate permitted by applicable law. If an Event of Default under section 12(f) of this Agreement exists, then Borrower will be automatically liable to pay Lender the foregoing amounts as of the next installment payment date under the Note unless Lender otherwise elects in writing.

(e)  Without demanding payment pursuant to section 13.1(d), increase the interest rate applicable to the principal balance of the Note to the Overdue Rate;

(f)  Borrower shall pay all costs, expenses and damages incurred by Lender because of the Event of Default or its actions under this section, including, without limitation any collection agency and/or attorney fees and expenses, and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of the Collateral.

(g)  Lender may sue to enforce Borrower’s performance of its obligations under the Note and this Agreement and/or may exercise any other right or remedy then available to Lender at law or in equity.

13.2Except as otherwise expressly required by Section 12 hereof or by applicable law, Lender is not required to take any legal process or give Borrower any notice before exercising any of the above remedies. If Lender is required to give notice, 10 calendar days advanced notice is reasonable notification. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lender. Lender’s exercise of one or more remedies shall not preclude its exercise of any other remedy. No action taken by Lender shall release Borrower from any of its obligations to Lender. No delay or failure on the part of Lender to exercise any right hereunder shall operate as a waiver thereof nor as an acquiescence in any default, nor shall any single or partial exercise of any right preclude any other exercise thereof or the exercise of any other right. After any Event of Default, Lender’s acceptance of any payment by Borrower under the Note or this Agreement shall not constitute a waiver by Lender of such default, regardless of Lender’s knowledge or lack of knowledge at the time of such payment, and shall not constitute a reinstatement of the Note or this Agreement if this Agreement has been declared in default by Lender, unless Lender has agreed in writing to reinstate this Agreement and to waive the default. With respect to any Collateral or any Obligation, Borrower assents to all extensions or postponements to the time of payment thereof or any other indulgence in connection therewith, to each substitution, exchange or release of Collateral, to the release of any party primarily or secondarily liable, to the acceptance of partial payment thereof or to the settlement or compromise thereof, all in such matter and such time or times as Lender may deem advisable.

13.3If Lender actually repossesses any Collateral, then it will use commercially reasonable efforts under the then current circumstances to attempt to mitigate its damages; provided, that Lender shall not be required to sell, lease or otherwise dispose of any Collateral prior to Lender enforcing any of the remedies described above. Lender may sell or lease the Collateral in any manner it chooses, free and clear of any claims or rights of Borrower and without any duty to account to Borrower with respect thereto except as provided below. If Lender actually sells or leases the Collateral, it will credit the net proceeds of any sale of the Collateral, or the net present value (discounted at the then current Prime Rate) of the rents payable under any lease of the Collateral, against the amounts Borrower owes Lender. The term “net” as used above shall mean such amount after deducting the costs and expenses described in clause (f) of Section 13.1 above. Borrower shall remain liable for any deficiency if the net proceeds are insufficient to pay all amounts to which Lender is entitled hereunder.

14.  LATE CHARGES.  If any installment payment or other amount payable under the Note or this Agreement is not paid within 5 days of its due date, then as compensation for the administration and enforcement of Borrower’s obligation to make timely payments, Borrower shall pay with respect to each overdue payment on demand an amount equal to the greater of fifteen dollars ($15.00) or five percent (5%) of the each overdue payment (but not to exceed the highest late charge permitted by applicable law) plus any collection agency fees and expenses. The failure of Lender to collect any late charge will not constitute a waiver of Lender’s right with respect thereto.

15.  LENDER’S RIGHT TO PERFORM.  If Borrower fails to make any payment under this Agreement or fails to perform any of its other obligations in this Agreement (including, without limitation, its agreement to provide insurance coverage), Lender may itself make such payment or perform such obligation, and the amount of such payment and the amount of the expenses of Lender incurred in connection with such payment or performance shall be deemed to be additional principal under the Note which is payable by Borrower on demand.

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16.  NOTICES; POWER OF ATTORNEY.  (a) Service of all notices under this Agreement shall be sufficient if given personally or couriered or mailed to the party involved at its respective address set forth herein or at such other address as such party may provide in writing from time to time.  Any such notice mailed to such address shall be effective three days after deposit in the United States mail with postage prepaid. Notice by overnight courier shall be deemed given and received on the date scheduled for delivery. (b) With respect to any power of attorney covered by this Agreement, the powers conferred on Lender thereby: are powers coupled with an interest; are irrevocable; are solely to protect Lender’s interests under this Agreement; and do not impose any duty on Lender to exercise such powers. Lender shall be accountable solely for amounts it actually receives as a result of its exercise of such powers.

17.  ASSIGNMENT BY LENDER.  Lender and any assignee of Lender, with or without notice to or consent of Borrower, may sell, assign, transfer or grant a security interest in all or any part of Lender’s rights, obligations, title or interest in the Collateral, the Note, this Agreement, or the amounts payable under the Note or this Agreement to any entity (“transferee”). The transferee shall succeed to all of Lender’s rights in respect to this Agreement (including, without limitation, all rights to insurance and indemnity protection described in this Agreement). Borrower agrees to sign any acknowledgment and other documents reasonably requested by Lender or the transferee in connection with any such transfer transaction. Borrower, upon receiving notice of any such transfer transaction, shall comply with the terms and conditions thereof. Borrower agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Borrower may now or hereafter be entitled to assert against Lender. Borrower agrees that Lender may provide loan information and financial information about Borrower on a confidential basis to any prospective transferee.

18.  NO ASSIGNMENT OR LEASING BY BORROWER.  BORROWER SHALL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER: (a) MORTGAGE, ASSIGN, SELL, TRANSFER, OR OTHERWISE DISPOSE OF INTEREST IN THIS AGREEMENT OR THE COLLATERAL OR ANY PART THEREOF; OR (b) LEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART THEREOF TO ANY PARTY; OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY LIEN ON ITS INTEREST IN THIS AGREEMENT, THE COLLATERAL OR ANY PART THEREOF.

19.RIGHT OF SETOFF. Borrower grants to the Lender a security interest in the Deposits, and the Lender is authorized to setoff and apply, all Deposits, Securities and Other Property, and Lender Debt against any and all Liabilities. This right of setoff may be exercised at any time and from time to time, without prior notice to or demand on the Borrower and regardless of whether any Liabilities are contingent, unmatured or unliquidated. In this section: (a) the term “Deposits” means any and all accounts and deposits of the Borrower (whether general, special, time, demand, provisional or final) at any time held by the Lender (including all Deposits held jointly with another, but excluding any IRA or Keogh Deposits, or any trust Deposits in which a security interest would be prohibited by law); (b) the term “Securities and Other Property” means any and all securities and other personal property of the Borrower in the custody, possession or control of the Lender, JPMorgan Chase & Co. or their respective subsidiaries and affiliates (other than property held by the Lender in a fiduciary capacity); and (c) the term “ Lender Debt” means all indebtedness at any time owing by the Lender, to or for the credit or account of the Borrower and any claim of the Borrower (whether individual, joint and several or otherwise) against the Lender now or hereafter existing.

20.  CERTAIN DEFINITIONS.  “Break Funding Charge” means the sum of the differences between (a) each scheduled interest payment which would have been made on the prepaid amount if such prepayment had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Lender shall be deemed to have entered into as of the Prepayment Date (the “Replacement Swap”) covering its payment obligations under an interest rate swap which the Lender shall be deemed to have entered into when the prepaid amount was originally funded, with each such difference discounted to a present value as of the date of prepayment using the fixed interest rate of the Replacement Swap as the applicable discount rate; the Borrower acknowledges that the Lender might not fund or hedge its fixed-rate loan portfolio or any prepayment thereof on a loan-by-loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced by this Note; all calculations and determinations by the Lender of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. “Lien” means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.  “Prime Rate”

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means the rate of interest per annum announced from time to time by the Lender as its prime rate; provided that the Prime Rate is a reference rate and may not be the Lender’s lowest rate. “Other Credit Agreement” means any agreement applicable to Borrower or any Guarantor or by which Borrower or any Guarantor is bound involving a liability, indebtedness or performance obligation of Borrower or any Guarantor with a potential liability to Borrower or any Guarantor in an amount equal to or in excess of $50,000.00. All terms defined herein are equally applicable to both the singular and plural form of such terms.  “Rate Management Transaction” means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

21.  CONDITIONS.  Lender is not obligated to make any loan or disburse any principal hereunder unless: (a) Lender has received the Note signed by the Borrower; (b) Lender has received evidence of all required insurance; (c) in Lender’s sole judgment, there has been no material adverse change in the financial condition or business of Borrower or any Guarantor; (d) Borrower has signed and delivered to Lender this Agreement and Lender has signed and accepted this Agreement; (e) Lender has received the documents, instruments and evidence as to satisfaction of the matters specified in any Schedule 2 which may be attached hereto, each of which shall be satisfactory to Lender in form and substance and each document or instrument to be duly authorized, executed and delivered and in full force and effect; (f) Lender has received, in form and substance satisfactory to Lender, such other documents and information as Lender shall reasonably request; and (g) Borrower has satisfied all other reasonable conditions established by Lender.

22.  USURY.  It is not the intention of the parties to this Agreement to make an agreement that violates any of the laws of any applicable jurisdiction relating to usury (“Usury Laws”). Regardless of any provision in this Agreement, the Note, or any document in connection therewith, Lender shall not be entitled to receive, collect or apply, as interest on any Obligation, any amount in excess of the Maximum Amount (the “Excess”). As used herein, “Maximum Amount” shall mean the maximum amount of interest which would have accrued if the unpaid principal amount of the Obligation outstanding from time to time had borne interest each day at the maximum amount of interest which lender is permitted to charge on the Obligation under the Usury Laws. If Lender ever receives, collects or applies as interest any Excess, such Excess shall be deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, any remaining Excess shall be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Amount, Borrower and Lender shall, to the maximum extent permitted under the Usury Laws, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the entire contemplated term of the Obligation so that the interest rate is uniform throughout the entire term of the Obligation; provided that if the Obligation is paid and performed in full prior to the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Amount, Lender shall refund to Borrower the Excess, and, such event shall not be subject to any penalties provided by the Usury Laws.

23.  GOVERNING LAW.  THE INTERPRETATION, CONSTRUCTION AND VALIDITY OF THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO WITHOUT REFERENCE TO CONFLICT OF LAW PROVISIONS WITH RESPECT TO ANY ACTION BROUGHT BY LESSOR AGAINST LESSEE TO ENFORCE ANY TERM OF THE LEASE, LESSEE HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, WHERE THE MAIN OFFICE OF LESSOR IS LOCATED.

24.  MISCELLANEOUS.  (a) Subject to the limitations herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. (b) This Agreement may be executed in any number of counterparts, which together shall constitute a single instrument. (c) Section and paragraph headings in this Agreement are for convenience only and have no independent meaning. (d) The terms of this Agreement shall be severable and if any term thereof is declared unconscionable, invalid, illegal or void, in whole or in part, the decision so holding shall not be construed as impairing the other terms of this Agreement and this Agreement shall continue in full force and effect as if such invalid, illegal, void or unconscionable term were not originally included herein. (e) All indemnity obligations of Borrower under this Agreement and all rights, benefits and protections provided to Lender by warranty disclaimers shall survive the cancellation, expiration or termination of this Agreement. (f) Lender shall not be liable to Borrower for any indirect, consequential or special damages for any reason whatsoever. (g) This Agreement may be amended, but only by a written

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amendment signed by Lender and Borrower. (h) If this Agreement is signed by more than one Borrower, each of such Borrowers shall be jointly and severally liable for payment and performance of all of Borrower’s obligations under this Agreement. (i) This Agreement represents the final, complete and entire agreement between the parties hereto, and there are no oral or unwritten agreements or understandings affecting this Agreement or the Collateral. (j) Borrower agrees that Lender is not the agent of any manufacturer or supplier, that no manufacturer or supplier is an agent of Lender, and that any representation, warranty or agreement made by manufacturer, supplier or by their employees, sales representatives or agents shall not be binding on Lender. (k) In order to secure all obligations of Borrower under this Agreement and the Note, Borrower assigns and grants to Lender a security interest in: all rights, powers and privileges of Borrower under any lease of any Equipment hereafter authorized in writing by Lender; and all funds, balances, accounts, proceeds of collateral and/or other property of any kind of Borrower or in which Borrower has an interest now or hereafter in the possession, custody, or control of Lender and any of its direct or indirect affiliates and subsidiaries, including, without limitation, J.P. Morgan Securities Inc.

25.  GOVERNMENT REGULATION.   Borrower shall not (a) be or become subject, at any time, to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Lender from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower or (b) fail to provide documentary and other evidence of Borrower’s identity as may be requested by Lender at any time to enable Lender to verify Borrower’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

26.  USA PATRIOT ACT NOTIFICATION.  The following notification is provided to Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, Lender will ask for Borrower’s name, tax payer identification number, residential address, date of birth, and other information that will allow Lender to identify Borrower, and if Borrower is not an individual, Lender will ask for Borrower’s name, taxpayer identification number, business address, and other information that will allow Lender to identify Borrower.  Lender may also ask, if Borrower is an individual, to see Borrower’s driver’s license or other identifying documents, and if Borrower is not an individual, to see Borrower’s legal organizational documents or other identifying documents.

[The next page is the signature page.]

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ALL PARTIES TO THIS AGREEMENT IRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, AND WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE NOTE OR THIS AGREEMENT.

JPMORGAN CHASE BANK, N.A.		STELLARIS LLC
(Lender)		(Borrower)
By:	/s/Mary Short	By:	/s/Alfons Theeuwes
	MARY SHORT	ALFONS THEEUWES
Title: Documentation Specialist, Chase Equipment Finance		Title: Chief Financial Officer

Borrower Organization Information: A Limited Liability Company organized under the laws of the State of NV with State Organization E0355482007-5.

JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	/s/Donald B. Bonaventure
	DONALD B. BONAVENTURE
Title:		CHIEF FINANCIAL OFFICER

Borrower Organization Information: A Limited Liability Company organized under the laws of the State of LA with State Organization 34684511Q.

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SCHEDULE 2

Attached to Loan and Security Agreement for Loan No.1000135658

ADDITIONAL CONDITIONS TO FUNDING THE LOAN*

1.Primoris Services Corporation shall execute and deliver to Lender an absolute and unconditional guarantee of all obligations of Borrower under the Loan and Security Agreement and the Note.

2.Lender shall receive UCC-3 terminations or release of liens in recordable form from all creditors with a lien on any part of the Collateral as shown in state or local lien records.

* The inclusion of additional funding conditions in this Schedule 2 shall not limit the generality of the conditions set forth in the Agreement.

STELLARIS LLC
(Borrower)
By:		/s/Alfons Theeuwes
		ALFONS THEEUWES
Title:			CHIEF FINANCIAL OFFICER
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	/s/Donald B. Bonaventure
	DONALD B. BONAVENTURE
Title:			CHIEF FINANCIAL OFFICER

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EX-10.6

Exhibit 10.6

BUSINESS PURPOSE PROMISSORY NOTE

Date:	11/30, 2011
Loan Number:	1000135658
Amount:	$16,000,000.00

This Note is executed together with the Loan and Security Agreement referencing the Loan Number referred to above and is

executed at Lake Forest, CA

                    (City)             (ST)

For value received, receipt of which is hereby acknowledged, the undersigned (“Borrower”) promises to pay to the order of JPMORGAN CHASE BANK, N.A. (“Lender”) in lawful money of the United States of America at Lender’s principal office or at such other place as Lender may designate from time to time, in lawful money of the United States of America, the principal sum of Sixteen Million and 00/100ths Dollars ($16,000,000.00), or such lesser portion thereof as may have from time to time been disbursed to, or for the benefit of Borrower, and as remains unpaid pursuant to the books or records of Lender, together with interest at the Interest Rate set forth below on the unpaid balance of principal advanced from the date(s) of disbursement until paid in full as set forth below. Principal sums(s) disbursed and repaid will not be available for redisbursement. Interest shall be calculated on a 360 day year basis with each month consisting of 30 days.

Interest Rate: Two and 14/100ths percent (2.14%) per annum

1.The term of this Note (“Base Term”) begins on the Commencement Date and continues for the number of months after the Commencement Date as stated in Section 2 below. The Commencement Date is the date that Lender accepts this Note by initially disbursing principal hereunder.

2.During the Base Term, Borrower shall pay installments of principal and interest in the amounts and on the dates stated below:

(a)Base Term: 60 months

(b)Amount of each installment payment due during the Base Term (includes principal and interest)

60       Monthly @                  $281,425.19

(c)The first installment payment during the Base Term shall be paid one month after the Commencement Date and all subsequent installment payments shall be paid on the same day of each month thereafter until paid in full.

3.On or before the date of this Note, Borrower shall pay a set-up/filing fee in the amount of $0.00.

4.Payments shall be allocated between principal, interest and fees, if any, in the discretion of Lender. Borrower may not prepay the principal sum. Borrower’s obligation to pay all installment payments and all other amounts payable under this Note is absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any character including, without limitation, (a) any setoff, claim, counterclaim, defense or reduction which Borrower may have at any time against Lender or any other party for any reason, or (b) any defect in the condition, design or operation of, any lack of fitness for use of, any damage to or loss of, or any lack of maintenance or service for any of the Equipment (as defined in the Loan Agreement).

5.This Note is entitled to the benefits, and is subject to the terms and requirements of, the Loan Agreement executed by Borrower and Lender, which Loan Agreement, among other things, (a) provides for the making of the loan evidenced hereby, and (b) provides for events of default, acceleration and other remedies. Borrower waives presentment, demand, protest or notice of any kind in connection with this Note.

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6.THE INTERPRETATION, CONSTRUCTION AND VALIDITY OF THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO. INTEREST TO BE CHARGED BY THE LENDER SHALL BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTION 85 AND 1831u) AND THE LAW OF THE STATE OF OHIO, WHERE THE MAIN OFFICE OF THE LENDER IS LOCATED. LENDER AND BORROWER IRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, AND WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS INSTRUMENT.

STELLARIS LLC
(Borrower)
By:	/s/ Alfons Theeuwes
	ALFONS THEEUWES
Title:	CHIEF FINANCIAL OFFICER
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	/s/ Donald B. Bonaventure
	DONALD B. BONAVENTURE
Title:	CHIEF FINANCIAL OFFICER

2

EX-10.7

Exhibit 10.7

SCHEDULE A-1
(Equipment Loan Hereunder)

EQUIPMENT LOCATION:	37110 Hwy 30
	(Street Address)
	Geismar, LA 70737
	(City, State, Zip)
	USA
	(Country)
EQUIPMENT COST:	$16,000,000.00

EQUIPMENT DESCRIPTION	VIN/SERIAL NUMBER
2009 KENWORTH TRUCK	2NKHHN7X79M252550
2011 LUBE TRUCK	2NKHHN7X5CM296862
2012 TRUCK	2NKHHN7X7CM301575
2012 FUEL/LUBE TRUCK	2NKHHM7X5CM301574
2007 KENWORTH DUMP TRUCK	1NKDXBTX97J167915
2007 KENWORTH DUMP TRUCK	2NKDXBTX87M183189
2007 KENWORTH DUMP TRUCK	2NKDXBTX67M183188
2007 KENWORTH DUMP TRUCK	1NKDXBTX77J179304
2007 KENWORTH DUMP TRUCK	1NKDXUEX97J192130
2007 KENWORTH DUMP TRUCK	1NKDXUEX37J184413
2007 KENWORTH DUMP TRUCK	1NKDXUEX07J192131
2007 KENWORTH DUMP TRUCK	1NKDXUEX27J192132
2007 KENWORTH DUMP TRUCK	1NKDXUEX57J172439
1998 WATER TRUCK PTO 4000	1M2P264C9WM025296
1998 WATER TRUCK PTO 4000	1M2P264C2WM025298
1998 WATER TRUCK PTO 4000	1M2P264C7WM025300

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.

This Schedule A-1 is attached to and made a part of Loan Number 1000135658 constitutes true and accurate description of the equipment.

STELLARIS LLC
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE

1

EQUIPMENT DESCRIPTION	VIN/SERIAL NUMBER
1998 WATER TRUCK PTO 4000	1M2P264C9WM025301
1998 WATER TRUCK PTO 4000	1M2P264C0WM025302
2008 KENWORTH TRACTOR	1XKWPBTX57J192230
2008 KENWORTH TRACTOR	1XKWPBTX47J190775
2009 LOWBOY KW900	1XKWP13TX49J241887
1998 WATER TRUCK PTO 4000	2NKMLN9X48M234127
1998 WATER TRUCK PTO 4000	2NKMLN9X28M234126
2004 FLEX 40 X 10 X 7	EQ1859
2005 FLEX 40 X 10 X 7	EQ2021
2005 FLEX 40 X 10 X 7	EQ2027
2003 FLEX 40 X 10 X 7	EQ1790
2007 FLEX 40 X 10 X 7	EQ2302
2007 FLEX 20 X 10 X 7	ED1951
2007 FLEX 20 X 10 X 7	ED1952
2006 CRANE RT530E	227663
2005 CRANE MOTOR Tadano TR600	545643
2009 CRANE RT650E	228236
1997 GROVE RT860B CRANE	86234
2005 LINKBELT 8030II 30TR/T CRANE	E8J5-8109
1981 CRAWLER CRANE LS-418-A	4ev0837
2007 CRANE- CRAWLER MANITOWOC 14000	14001026
2009 CRAWLER CRANE	02305
2004 EXCAVATOR 320CL	PAB02399
2004 EXCAVATOR 320CL	PAB02464

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.

This Schedule A-1 is attached to and made a part of Loan Number 1000135658 constitutes true and accurate description of the equipment.

STELLARIS LLC
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE

2

EQUIPMENT DESCRIPTION	VIN/SERIAL NUMBER
2004 EXCAVATOR 320CL	PAB03354
2005 EXCAVATOR 330CL	DKY04091
2005 EXCAVATOR 320CL	PAB04876
2010 CAT EXCAVATOR 345DL	EEH00525
2005 CAT 330CL EXCAVATOR	KDD01417
2011 EXCAVATOR LONG REACH LIEBHERR R954CHD	30834
2010 EXCAVATOR 320DL	PHX01083
2010 EXCAVATOR 329DL	JHJ00431
2005 MOTOR GRADER 140H W/GPS	CCA01682
2005 MOTOR GRADER 140H	APM02590
2007 MOTOR GRADER 140H	CCA03693
2007 MOTOR GRADER 140H	CCA03965
2007 MOTOR GRADER 140H	CCA3868
2007 MOTOR GRADER 140H W/GPS	CCA04026
2008 MOTOR GRADER 140M	B9M00360
2008 MOTOR GRADER 140M	B9M00518
2007 TRIMMER 9500	905500172
2009 CONVEYOR	105-205
2006 WHEEL LOADER 966H	A6D00551
2006 WHEEL LOADER 980H	JMS01840
2007 WHEEL LOADER 966H	A6D00834
2007 WHEEL LOADER 980H	JMS02283
2007 WHEEL LOADER IT38G	JAN00476
2010 WHEEL LOADER 980H	JMS05714

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.

This Schedule A-1 is attached to and made a part of Loan Number 1000135658 constitutes true and accurate description of the equipment.

STELLARIS LLC
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE

3

EQUIPMENT DESCRIPTION	VIN/SERIAL NUMBER
2004 CAT 950GII 4YD WHEEL LOADER	AXX00949
2005 CAT 962G 4.5YD WHEEL LOADER	AXY00439
2009 WHEEL LOADER 950H	MlG01744
2011 WHEEL LOADER 930IT	DHC02753
2011 WHEEL LOADER 930IT	DHC2752
2011 WHEEL LOADER 930IT	DHC02837
1999 CONCRETE PAVER	905100-014
1989 SCRAPER - 631E	lAB01167
1988 SCRAPER - 631E	1NB00627
1988 SCRAPER - 631E	1NB00584
1988 SCRAPER - 631E	1NB00626
1996 CONCRETE PLACER CMI PS6004	535-126
2011 COMPACTOR 815F	BYN00342
2006 RECLAIMER /STABILIZER WIRTGEN	05WR0020
2000 DOZER D9R	7TL01344
2005 DOZER D6N XL W RIPPER	AKM01739
2007 DOZER D8T W/MULTI RIPPER	J8B00932
2007 DOZER D6R LGP	WRG00683
2010 DOZER D5K XL with RIPPER	WWW00328
2010 DOZER D6T w RIPPER	LAY01569
2011 DOZER D5K LGP	YYY00966
2011 DOZER D5K LGP	YYY00978
2011 DOZER D5K LGP	YYY00982

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.

This Schedule A-1 is attached to and made a part of Loan Number 1000135658 constitutes true and accurate description of the equipment.

STELLARIS LLC
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE

4

EQUIPMENT DESCRIPTION	VIN/SERIAL NUMBER
2007 ARTICULATED TRUCK 730	B1M01021
2007 ARTICULATED TRUCK 730	B1M01022
2007 ARTICULATED TRUCK 730	B1M01089
2007 ARTICULATED TRUCK 730	B1M01408
2007 ARTICULATED TRUCK 730	B1M1409
2007 ARTICULATED TRUCK 730	B1M1410
2011 TRACTOR W/SIDE BOOM	LV5101E260777

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.

This Schedule A-1 is attached to and made a part of Loan Number 1000135658 constitutes true and accurate description of the equipment.

STELLARIS LLC
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE
JAMES CONSTRUCTION GROUP, L.L.C.
(Borrower)
By:	SEE SIGNATURE PAGE
Title:	SEE SIGNATURE PAGE

5

BORROWER SIGNATURE PAGE
SCHEDULE A-1

Loan and Security Agreement:             , 20   

Loan Number:	1000135658
Borrower Name:	STELLARIS LLC and/or JAMES CONSTRUCTION GROUP, L.L.C.

This Borrower Signature Page is attached to the Loan described above between JPMORGAN CHASE BANK, N.A., as Lender and the Borrower identified above

STELLARIS LLC
(Lessee)
By:	/s/ Alfons Theeuwes
	ALFONS THEEUWES
Title:	CHIEF FINANCIAL OFFICER
JAMES CONSTRUCTION GROUP, L.L.C.
By:	/s/ Donald B. Bonaventure
	DONALD B. BONAVENTURE
Title:	CHIEF FINANCIAL OFFICER